Milano – In the panorama of Italian capitalism, full of pyramids that allow you to control a company through the holding companies that are above it – and therefore often with negligible capital shares – a new building dominates that is creating many curiosities and some fears.
It is the inverted pyramid built by Leonardo Del Vecchio in Mediobanca e General. A pyramid on the contrary because with a maximum financial commitment – 1.65 billion invested to be the main shareholder of Mediobanca with 18.9% – at the moment Del Vecchio’s hold on the investment bank is minimal or rather non-existent, given that it does not he doesn’t even have a seat on the board.
Mediobanca, Del Vecchio rises to 19 percent and touches the ceiling set by the ECB
by Sara Bennewitz
Also downstairs, that of Generali – where Mediobanca is the main shareholder with 12.9% and Del Vecchio is third with 4.8% (a stake worth approximately 1.3 billion) – entrepreneur is limited: only Romolo Bardin, CEO of Delfin, which is Del Vecchio’s financial company, expresses 13 members of the Leone board of directors. There Delfin manages over 25 billion in assets, 4.5 billion more than a year ago, concentrated on industrial activities such as eyewear by Essilux (21.7 billion) and real estate in Covivio (1.9 billion).
A lot of money invested in Mediobanca and little power, there is something wrong. Especially since Del Vecchio has a reputation for being an entrepreneur who wants to be able to decide when he invests, as happened for example in EssiLux, born in November 2018 from the merger between its Luxottica and the French Essilor, where it had to wait three years but in the end managed to obtain a governance that reflected its role as predominant shareholder and put Francesco Milleri as ad.
Del Vecchio: “No plans with Caltagirone for Mediobanca”
by Giovanni Pons
The announcement of Del Vecchio’s climb to almost 19% in Mediobanca, which arrived on Thursday, did not surprise Piazza Affari: the stock closed in parity at 9.86 euros (-0.08%), and Mediobanca itself it has long been taken for granted that the entrepreneur would have risen up to 20% for which he had the authorization from ECB last August 26th. But right here lies one of the major questions.
In order to be authorized to raise Mediobanca to 20%, Delfin declared itself a “financial” investor; a statement that also implies that such an investor cannot influence the governance, management and strategy of the bank whose shares it buys. Moreover, Mediobanca renewed its board for three years in October, voting by majority vote on the list proposed by the outgoing board of directors led by the CEO Alberto Nagel.
It is true that Del Vecchio voted the representatives of Assogestioni on that occasion, but it would be very difficult for the businessman to now be able to discourage the current board of directors without violating the commitments made with the ECB. Moreover, Del Vecchio has never made a hypothesis of this kind explicit, even if in circles close to him it is emphasized that some of the current directors represent former shareholders of the bank – for example Fininvest – and not current shareholders. It is possible that the entrepreneur hopes that a signal will arrive from Mediobanca: the resignation of some director to make room for the new and heavy shareholder.
Mediobanca’s game inevitably also reflects on Generali, where the governance site will open at the end of July: here too the issue is whether or not to propose a list presented by the board of directors, and therefore almost automatically opt for the reconfirmation of the CEO. Philippe Donnet. Mediobanca points to this path, the second shareholder Francesco Gaetano Caltagirone, with over 5%, seems to think differently, Del Vecchio is not known.
If the entrepreneur had wanted to put his feet up in Trieste, investing the same amount that he invested in Mediobanca between September 2019 and today, he could have bought an additional 6% of Generali (compared to 2.6% indirectly acquired via Mediobanca). But apparently Del Vecchio is convinced in the potential of the institute led by Alberto Nagel, and does not even disdain the rich coupons promised: in the Mediobanca 2019-2023 business plan, a maximum dividend of 2.5 billion is reached, which for the first partner would mean about half a billion in 4 years.
Everything is held, except that with his 19% Del Vecchio has not yet clarified how he expects value to be created in Mediobanca. Instead, what he is ready to offer both Generali and Mediobanca is long-term financial support, as he did with Unicredit, of which as a 2% shareholder (0.44 billion) he followed all the capital increases, despite the fact that for Delfin in theory, the one in Piazza Gae Aulenti is one of the few successful donuts without the buc
.