Assicurazioni Generali, all the fronts that tear the lion to pieces
Facts, numbers and scenarios on the shareholders' meeting of Assicurazioni Generali. The article by Emanuela Rossi
An assembly that will be remembered for a long time, and for various reasons: the stakes are important – but that, when it comes to Generali, is not surprising -, strong the ongoing clash between the two factions that are facing each other, very high shareholding, which could reach 70% of the share capital.
The meeting that will take place tomorrow will be the redde rationem expected for months, the culmination of the divisions existing between the majority shareholders and which would lead to a Leone with Mediobanca traction, in the wake of continuity, or to a Lion traction Caltagirone, in the sign of novelty and closer to an entrepreneurial mindset. In the background, all the co-protagonists of the most bitter financial challenge of recent years: Leonardo Del Vecchio, the Benettons, institutional and foreign investors, proxy advisors, Assogestioni and its third list that can collect a few votes but which in essence has a third wheel role (and not too much, actually).
On April 30th, therefore, the first Italian insurance group, and among the first in Europe, will be able to wake up with Philippe Donnet CEO (for the third time) and Andrea Sironi, former Bocconian and already on the board, president or with Luciano Cirinà , formerly responsible for Austria and Eastern Europe of Generali, CEO and Claudio Costamagna, former Goldman Sachs and Cdp, president.
Meanwhile, the latest news on the dispute did not arouse a great surprise among observers: in line with forecasts, the board of Edizione, the Benetton holding company that holds 3.96% of the Lion, unanimously decided to vote for the list Caltagirone. Sources close to the dossier explained to press agencies that it would not be a vote against someone but a support due to the affinity of the Ponzano Veneto family with the world of entrepreneurs.
At 12 today the deadline for the delivery of the voting proxies expires, which will then be collected by the notary in a sealed envelope and communicated electronically at the meeting tomorrow.
RECORD PARTICIPATION
As we said, we start from a significant fact: participation will be much higher than in the last meetings, according to some, it will be close to 70% of the capital (at least there would be many voting bookings), well over 55.9% achieved in the last meeting, that of 2019.
La Stampa highlights that many small shareholders would have been booked, urged to vote by the specialized companies Morrow Sodali and Georgeson, which could reach 2.5-3%. According to observers, such a high turnout could favor the Mediobanca list but – writes the Turin daily – the unknown abstention and the share of funds that could decide to vote on the Assogestioni list, disregarding the advice of the proxy advisors, weighs heavily. Unknowns that could be worth around 5%.
THE DEPLOYMENTS IN THE FIELD
Going to count the votes that will make the difference, on the one hand there is Mediobanca with its 17.3% share capital, supported by De Agostini – who has already sold his stake – at 1.4%, probably by the forensic fund. (1%) and by most of the institutional investors, pushed to support the list of the outgoing board of the proxy advisors Iss, Glass Lewis and Frontis.
On the other hand there is the front headed by Francesco Gaetano Caltagirone (who has 9.9% in his pocket) and flanked by Leonardo del Vecchio (9.9%), Edizione Holding (3.96%) and Fondazione Crt ( 1.7%).
WHAT COULD HAPPEN WITH A SIZE WIN
The question of what will happen the day after the meeting was raised primarily by Costamagna, who declared that – with a difference of less than 6%, or less between Mediobanca's securities lending and 1.4% of De Agostini (already sold out) – a legal battle could arise. The board has already responded on the issue in a short time, underlining that the vote will remain valid regardless of the gap between the two competing lists.
It is not excluded, however, that Caltagirone may ask to call a second meeting shortly. The fact remains, observers say, that the Roman entrepreneur will be careful not to damage a group in which he has invested good money (about 3 billion euros).
An important role, in the event of a limited victory and not only, could be played by the Benettons who – again according to the source cited by the agencies – "once the moment of the shareholders' vote has passed" would undertake "to bring together the positions of those who will exit winner and who will lose in the meeting ". According to Il Sole 24 Ore, Venetian entrepreneurs "would be the bearers of a message aimed at fostering dialogue to overcome internal conflicts that risk immobilizing the company in the coming months" and "in the awareness that for them Generali represents a purely financial investment". Perhaps even a notice to Mediobanca which is Edizione's advisor in the takeover bid on Atlantia and in the possible merger between Autogrill and Dufry.
This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/economia/assicurazioni-generali-assemblea-divisioni-azionisti/ on Thu, 28 Apr 2022 13:32:50 +0000.