The Urbano Cairo offer for RCS has swept for the project – which convinced on the need to give a pure editor at Corriere della Sera – and the speed and flexibility to adapt to logics of finance. Now the climb, as regards the financial part, is in the final stages. Consob by tomorrow morning, before the opening of the stock exchange, expects the press of the two contenders who competed on the market for control of RCS. The questions that will have to meet – both on the side dell’Opas of Cairo Communication, which obtained the 48,82% of the capital, both from the tender offer Bonomi who stopped instead at 37.7% – are the same, but with different implications.
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The first question is whether the bid was centered goal, that Cairo was of 50% plus one share and Bonomi 66.7%: the answer is no to both. The second is if you accept as valid, the minimum threshold was 35% for Cairo and the 30% capital Bonomi and that was surpassed by both. No need to ask confirmation to say that Cairo will agree to withdraw shares that have acceded to its offer and allow us to get to a breath away from absolute majority. Less obvious the Imh response, the vehicle tender offer that meets the financier-private equity Andrea Bonomi and the historical shareholders Diego Della Valle, Mediobanca, Pirelli UnipolSai and which have earned their 22.6%.
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Last Monday, after the final bids, Andrea Bonomi said in a conference call with some newspapers that Imh would assess, after the minimum threshold of 30% of capital, if any case withdraw shares delivered even if the takeover bid was not found to be the prevailing offer. Thursdays, with two fairness opinions in support, Consob had been requested to speak on this point that it was opposed by the competitor legal – the study EredeBonelli – who instead claimed that the unsuccessful bid lapses and that, therefore, those who do not use the right to turn the headlines winning bid will return in possession. It is evident that the ability to be ventilated Imh was functional to persuade hedge funds to bring the titles in Opa with the certainty of receiving € 1 in cash, however, things were going.
However, Consob has avoided to express themselves not to interfere with the ongoing offers and now, therefore, remains to be resolved the uncertainty whether the promises will be kept, even at the game lost, and if the regulator, in the case , allows. The doubt is that the minority can get across blocking extraordinary transactions such as the supposed merger between Cairo Communication and RCS. To that effect today by Bonomi arrive reassuring signals: no litigation, no exposed, no ex-post out of spite. However yesterday within the roped discussions were still ongoing and no decision has been communicated.
The third point of the Consob form is rather a formality: both bidders shall recognize, in accordance with the Issuers Regulation, the right of members by the offer to move to that prevailing unsuccessful.
Among the questions that will shortly be answered is whether Imh at this point will melt: to minorities the RCS statute recognizes only a place on the board, what in ‘current board is occupied by Stefano Simontacchi, indicated by Urbano Cairo, who by minority shareholder with less than 5% has become the new “owner” of RCS.
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