Mediobanca, Caltagirone asks to slip the assembly on Banca Generali. Mediobanca: « The Assizes of the Members sign of transparency »

The road OPS on Banca Generali It gets rid of. Today – Tuesday 3 June – Francesco Gaetano Caltagirone asked to postpone the Mediobanca Assembly on June 16 dedicated to voting for the offer on the Banca del Leone for the « absolute incompleteness of the information available today and the current indeterminacy also economic of the structural elements of the offer ». A statement followed by the appeal of the Roman entrepreneur to Consob « because he ensures full, integral and timely information to the marketeven as regards the effects of the proposed resolution ». Caltagirone is the shareholder of Mediobanca (7.39%), Generali (6.90%) and MPS (9.6%). Piazzetta Cuccia replied point on point to the considerations of the Roman entrepreneur, reaffirming the legitimacy and correctness of the member assembly: « proceed with the convening of the shareholders’ meeting before the negotiation of the distribution agreements, a process that could require months of work, is a choice made in the exclusive interest in transparency towards the market, the supervisory authorities and the counterparty », is the replica that transpires from sources Mediobanca.

The company VM 2006 srl of the Caltagirone group – the same one that proposed the minority list in April for the board of Generali and collected 36.8% of the votes – today at the end of the board asked the board of Piazzetta Cuccia to « propose the assembly convened on June 16 to deliberate the postponement of the same at the time when the partnership agreements will be defined ». In a note, the company of the Caltagirone group « is not available nor is the economic and negotiating content of the long-term strategic-industrial partnership agreements (in the banqueassaurance sectors, asset management and insurance-banks), which should be concluded between the Mediobanca Group, Assicurazioni Generali and Banca Generali, Although these agreements are an indispensable element of the offer and indispensable for the permanence of the promoters of Banca Generali « .
In the absence of these information and economic elements, the same resolution of article 104 of the TUF (Passivity rule) appears completely ineffective and configures a delegation in white to the board of directors of Mediobanca, delegation for which an explicit statutory provision would be necessary. Consequently, – continues the note – VM 2006, to protect the correct information and integrity of the market, urges Mediobanca’s board to propose to the assembly convened on June 16 to deliberate the postponement of the same at the time when the partnership agreements will be defined « .

VM 2006 says he has « taken note of the absolute incompleteness of the information available to date and of the current indeterminacy also economic of the structural elements of the offer « which provides for the acquisition by Mediobanca of Banca Generali in exchange for the shares now held in Generali Assicurazioni (13%). For the company of the Caltagirone group «the contract between Mediobanca, Banca Generali and Generali is essential for the feasibility of the operation. In fact, in it the relations between Generali and Banca Generali for the continuation of the collaboration between the two companies must be regulated, determining their obligations, guarantees and remedies for the chances of income of the two companies to remain unchanged « .

« The absence of this contract can cause bewilderment among the promoters also due to the effect of the loss of the Generali brand – continues the note of VM 2006 – promoters who do not know if the company will be controlled by Generali, Mediobanca or Mps who have three different strategies ». For this, the assembly is asked until the definition of the agreements. For the company with the postponement « it will also be possible to avoid any dispute regarding the conflict of interest that characterizes the current work of the Board of Directors of Mediobanca and allow the shareholders a coherent and thoughtful evaluation of their investors’ interest ».

Piazzetta Cuccia’s answer

Mediobanca replied by contesting the statements of VM 2006: « It is not clear, in particular, because the counterparty should negotiate distribution agreements without any certainty regarding the support of the shareholders of Mediobanca to the offer, nor as the market, shareholders and supervisory authorities could be left pending for months about the actual actual concrete of the offer », continues the sources of the Institute. Nagel. As for the constraints of article 104, the sources then remember « how negotiation and also knowledge in the details of the distribution agreements do not fall within any case among the prerogatives of the shareholders’ meeting Which, in the present case, is called, by virtue of the Rule Passivity to which Mediobanca is subjected to at this moment and only by virtue of this, to confirm the discretion to the administrators which is typically their own in the negotiation and definition of the aforementioned commercial agreements « .

«Finally – the sources detect, overturning the conflict of interest on the Capitoline manufacturer -LAt the request to postpone the shareholders’ meeting to be defined as a date, he confirms the evident conflict of interest of the shareholder Caltagirone – present both in the Actionist of Mediobanca and of Generali and of MPS – that the board has already highlighted with the press release of 28 January « .