RCS: tick Cairo with nearly 50% of the capital. But it remains the Consob incognita – International Business Times Italy

It is closed Friday evening with a press arrived in the evening the battle between Cairo and Bonomi for the conquest of RCS: of the OPAS La7 owner has obtained the 48,82% of the capital, compared to 37, 7% Bonomi tender offer and of the consortium formed by the historical shareholders of RCS Diego Della Valle, Mediobanca, UnipolSai and Pirelli. Despite departed in the lead with 22.6% of the capital, the good of Milan’s finance seating had to hoist the white flag in front of Cairo to the unexpected result that just missed the absolute majority of RCS.

But even if it is now clear the name of the winner, in the coming weeks are expected shock of shareholders bedding RCS. Apparently, in fact, Consob has not clarified the rules of the game before the game, and now it is not clear what happens to investors who accepted the offer resulted loser. The OPA-OPAS battle for the conquest of a group was unprecedented at the Milan Stock and now fight over the game rules. In short, the game is over, but additional may still hold some surprises.

OPA against OPAS

It is closed on Friday the battle started in April by Urban Cairo for the conquest of RCS, a leading Italian publishing groups. After a series of raises and counter-offers in the last few days at the Milan Stock he has gone into the battle scene between the OPA (takeover bid) in cash to a euro promoted by the consortium composed of IMH fund Investindustrial Andrea Bonomi and historical partners of the RCS group: Diego Della Valle, Mediobanca, Pirelli and UnipolSai and the OPAS (tender offer and exchange) of Urbano Cairo has offered an exchange of Cairo actions and actions for RCS a cash of 25 cents for a consideration of approximately EUR 1.05 . To declare the success of the Bonomi consortium has set the threshold at 30%, while Cairo (started from the 4.72% of shares in RCS) has set the threshold at 33%.

actually both sides have reached its target, but the photo finish Cairo has stretched the distance is now nearly 50% of the capital of RCS. Urbano Cairo Party with only 4.6% of the capital of RCS (against 22.6% of the consortium members) gathered with his OPAS acceptances representing 44.2% of RCS that have led to to have in his pocket a total of 48.8%, 254,786,000 shares. in the end, therefore, the descent into the field of the consortium led by Andrea Bonomi has only convinced 13% of RCS shareholders and so the OPA stopped at 37.7%.

the rules of the game

the only unknown is the position of those who accepted the offer resulted loser . The opinions of the two contenders have been from the beginning almost opposite, and Consob repeatedly requested by both parties, has decided not to take sides in the current game in order not to influence the choices of potential investors. They are therefore expected in the coming days that awareness. In practice Bonomi has asked Consob to consider the interests of investors who have joined to its tender offer, while Cairo maintains that the Bonomi offer, as proved loser is considered fallen and so now all the members’ OPA have only two choices: turn sull’OPAS shares of Cairo, or pull out of the match . To adhere to the takeover of Cairo investors will have a window between 23 and 28 July.

Whatever the indications of Consob, a victory so overwhelming in Cairo, which could still reach the absolute majority RCS, should not lead to the opening of disputes with the paralysis of risk for the company.