Leonardo Maria Del Vecchio has made a new proposal to restructure ownership of Delfin, the Luxembourg-based family holding company that owns 34.5% of EssilorLuxottica as well as stakes in Mps, Generali and UniCredit. His plan would involve acquiring between five and seven 12.5% stakes from family shareholders, in addition to his own holding, taking his position from 62.5% to as much as 87.5% of Delfin.
The proposed transaction values each stake at almost €3.7 billion and the entire holding company at about €29.6 billion, including the interests held by Del Vecchio and his mother, Nicoletta Zampillo. Citi has made available €22 billion in financing for the operation. The valuation is broadly comparable with the roughly €30 billion proposed by Czech industrialist Michal Strnad, who is known in Italy for acquiring 14% of Pirelli last summer.
Del Vecchio said the transaction could be completed either entirely in cash or through a structure involving 30% in cash immediately and the remaining 70% in EssilorLuxottica shares after 12 to 14 months. He also proposed a shareholders’ agreement covering strategy, board appointments and dividends, along with predefined terms for a possible future exit.
In a letter published by QN Quotidiano Nazionale, Del Vecchio described the proposal as the most serious he had made. He said it included both an immediate full purchase and alternatives spread over time, supported by the availability of a major international lender. The acquisition vehicle would have strengthened governance rules, with two executives experienced in management, finance and law joining the board and holding binding advisory powers over major decisions.
The proposal was presented as a response to external interest in the family’s ownership structure, particularly Strnad’s offer. Del Vecchio invited the other shareholders to meet by November 7 to discuss the details. However, four of Delfin’s eight shareholders rejected his offer that evening. They were the same shareholders who had previously turned down Strnad’s proposal.
Rocco Basilico, another son of Nicoletta Zampillo, had already rejected Del Vecchio’s earlier attempt to acquire his 12.5% stake. Paola and Luca Del Vecchio, meanwhile, asked Lmdv Fin to pay a €500 million penalty after the company failed to complete an earlier plan to acquire their stakes for €5 billion each. That transaction collapsed after Delfin’s board refused to issue the requested letter of patronage.
Delfin, chaired by Francesco Milleri with Romolo Bardin as chief executive, did not comment on the new proposal. Sources close to Basilico also declined to comment.
Both the Del Vecchio and Strnad proposals use a valuation based on Delfin’s net asset value, adjusted according to the market prices of its listed investments and reduced by a 30% discount. Lmdv has requested 30 days for shareholders to accept its proposal and 60 days of exclusivity to negotiate the agreements. Strnad’s plan also provides 30 days for acceptance and targets completion in about three months, although it depends on a change to Delfin’s bylaws requiring approval from 88% of the capital.
Del Vecchio’s stated objective is to keep the EssilorLuxottica stake within the family and avoid transferring control of Delfin to Strnad and the financial investors he plans to involve.
Sources: ANSA Economia.