Cerved, all about the war between banks-advisors behind the no to Ion-Fsi
The board of directors of Cerved (with Regina and Cerchiai) rejected the takeover of Ion and Fsi (among the shareholders there are also Cdp and Poste Vita). Reflections on the stock market for the title. Mediobanca's role in the no to Pignataro (Ion) and Tamagnini (Fsi). And the banks that assist the Ion-Fsi consortium. Facts, names, numbers and insights
The game is heated for the control of Cerved, the company that collects and processes data from the Chambers of Commerce ("the largest information provider in Italy and one of the main rating agencies in Europe", reads the company website ).
WHAT HAPPENS ON THE STOCK BAG IN CERVED
On the first day of the Ion fund's takeover bid, Cerved shares continue to travel above the offer price judged to be “not congruous” by the board of directors. In Piazza Affari Cerved rose (at 11) by 0.71% to 9.97 euros, with a maximum reached at 9.985 euros, when the price of the takeover bid was 9.5 euros, with a premium of 18% compared to at the closing price of the security the day before the offer.
THE PERIOD OF THE OPA
The period for joining the takeover bid opens today and closes on 5 August next.
WHO ARE CERVED'S SHAREHOLDERS
Cerved's shareholders with more than 3% are Wellington with 5.077%, Massachusetts Financial with 4.1%, Kayne Anderson Rudnick with 3.064%, MutuiOnline with 3.015% and Giancarlo Broggian with 3%.
WHO LAUNCHED THE OPA ON CERVED
But who formally launched the takeover bid? “The offer – Il Sole 24 Ore remarked in recent days – is promoted through Castor Srl, controlled by Castor Bidco Holdings, in turn controlled by FermIon Investment Group. In the vehicles, the majority will be of Ion Capital and Fsi will also invest in a minority (150 million in convertible financial instruments), as an Italian partner of institutional support. This is the second operation, after Cedacri, of Fsi together with Ion: demonstrating the ability of the Italian fund to create national champions of the digital economy. The Singapore Gic fund is also a minority partner ”.
THE WEB OF SOCIETY IN LUXEMBOURG
"Through another Luxembourg vehicle, Itt, Pignataro holds almost 90% of Ion Investment group and 100% of Ion Investment Corporation, an Irish company headed by companies such as Fidessa (producer of trading software), Acuris (portals of financial news) and Dealogic (data provider on the m & a market) ”, wrote Mf / Milano Finanza .
THE NO OF THE BOD OF CERVED TO ION AND FSI
But why did the Cerved board – chaired by Gianandrea De Bernardis – stop the takeover bid? The board of directors of Cerved considered "the price of the offer, equal to € 9.50" per share promoted by Castor Bidco (Ion group), is not appropriate from a financial point of view, according to a press release from the company. . The judgment was unanimously approved by the board of directors which took into account the fairness opinions issued by its financial advisors, Mediobanca and UBS, as well as by Morgan Stanley, financial advisor designated by the independent directors.
THE WAR BETWEEN BANKS-ADVISOR
If Mediobanca has suggested no, other banks have orchestrated the Ion-Fsi operation: “The Italian Banca Imi and Unicredit will finance the operation on Cerved. On the contrary, the financial advisors of the deal are Banca Imi, Credit Suisse, Goldman Sachs and Unicredit. The legal advisor was Chiomenti ”, wrote Il Sole a few days ago.
MATTER OF PRICE
According to the board of directors of Cerved (company led by the CEO, Andrea Mignanelli), the price recognized by the takeover bid "does not adequately remunerate the shareholders" because it does not incorporate the prospective value of the shares expected from the execution of the industrial plan and, moreover, "precludes shareholders have access to the benefits expected from the possible sale of Cerved Credit Management Group "for which there is negotiation with some private equity funds. Furthermore, for the board of directors, the assessment made by the offeror does not reflect the synergies deriving from the integration of Cerved into the Ion group.
WEIGHT NO. TO ION AND FSI
There are also important names of the Italian establishment on the Cerved board of directors who say no to the takeover bid of Ion and Fsi (whose shareholders are also banks, CDP and Poste Vita): the board also includes Fabio Cerchiai , already at the top of Generali as vice president, and Aurelio Regina, among other things vice president with responsibility for Energy in Confindustria.
THE ROLE OF FOREIGN FUNDS
There were also – if not above all – foreign parties to support the no to the takeover bid: in the last five months, several hedge funds and foreign investors have sprung up in the group's shareholding structure, determined to go all the way, who among other things would have to the company and contacted the president De Bernardis, Repubblica wrote today: "Among these are Amber Capital, Boussard & Gavaudan Partners (5.1%), PSquared Asset Management, Tig Advisors, Sinclair Capital, which all together would have round and sufficient packages to block the forced withdrawal of the share from the list (for which 90% of the capital is required). According to the funds, after valuing the NPL business at the price that Centerbridge offered Cerved last February, which is 400 million, the financial information group trades at a multiple of 11 times the gross operating margin, which is half that to which they exchange rivals such as Experian and TransUnion, which in recent months have seen a significant increase in prices, as has the rest of the financial services sector ”.
THE JUDGMENTS OF THE ANALYSTS
Equita analysts reiterated this morning the "buy" judgment on Cerved stock "considering it possible that there could be a relaunch" in light of three factors: "Ion's strategic interest in obtaining a controlling stake in Cerved (and potentially achieve delisting); the fact that, should Ion obtain a share of between 10% and 50% at the end of the offer, the stock would continue to enjoy speculative appeal with the take-up price which has become the reference for the market price; the security is already trading above the takeover bid price ". The target price remains at € 9.2 but, the experts specify, it was "defined before the launch of the offer" and reflects only a fundamental assessment, on which we believe it is however necessary to apply a control premium ".
ALL THE MOST RECENT INSIGHTS OF START MAGAZINE ON THE CERVED DOSSIER:
Cerved, Cedacri, Illimity. This is where the Ion di Pignataro fund sneaks into
War on Cerved, here are the latest news
Andrea Pignataro, who is the pivot of Ion who will break Cerved and Cedacri
Will the Irishman Castor of the English fund Ion catch Cerved?
Here are the accounts and business of Pignataro (Ion), the new owner of Cedacri who focuses on Cerved
This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/economia/cerved-banche-ion-fsi/ on Fri, 16 Jul 2021 09:01:37 +0000.