Leonardo Maria Del Vecchio has made a new attempt to reshape Delfin, the family holding company that owns 34.5% of EssilorLuxottica as well as stakes in Mps, Generali and UniCredit. He has proposed buying between five and seven 12.5% stakes from his siblings and other shareholders, at almost €3.7 billion each.
The operation would be financed with up to €22 billion from US bank Citi and would value the entire Luxembourg-based holding at approximately €29.6 billion, including the interests held by Del Vecchio and his mother, Nicoletta Zampillo. The valuation is broadly comparable with the €30 billion proposed by Czech businessman Michal Strnad, whose offer has also been rejected by four shareholders.
Del Vecchio, who is 31 and the fourth child of Luxottica founder Leonardo Del Vecchio, said the proposal could involve an immediate cash purchase or a structure combining 30% in cash and the remaining 70% in EssilorLuxottica shares after 12 to 14 months. He also proposed a shareholders’ agreement covering strategy, board appointments and dividends, with predetermined terms for a possible exit.
In a letter published by QN Quotidiano Nazionale, Del Vecchio described the proposal as the most serious he had ever made. He said it followed the availability of financing from a leading international bank and would be carried out through a vehicle with strengthened governance rules set out in a binding statute.
He added that two people with extensive managerial, financial and legal experience would join him on the board and have binding powers over the most important decisions. Del Vecchio invited the other shareholders to meet by 7 November, either collectively or individually.
Four of the eight shareholders rejected the offer on the same evening. They are Rocco Basilico, Paola Del Vecchio, and the younger Clemente and Luca Del Vecchio. Basilico had recently turned down Del Vecchio’s proposal to buy his 12.5% stake and reiterated his opposition. Delfin, chaired by Francesco Milleri with Romolo Bardin as chief executive, did not comment on the offer.
The latest proposal follows earlier disputes involving Paola and Luca Del Vecchio. They had asked LmdV Fin for €500 million in penalties after the company failed to acquire their stakes for €5 billion each. That transaction collapsed after Delfin’s board refused to issue the letter of patronage requested by Leonardo Maria Del Vecchio’s financial vehicle.
Both Del Vecchio’s offer and Strnad’s proposal use a price based on Delfin’s net asset value, which changes with the market value of its listed investments, less a 30% discount. LmdV has requested 30 days for shareholders to accept and 60 days of exclusivity to arrange the agreements. Strnad’s offer also provided 30 days for acceptance and envisaged completion in around three months, subject to an amendment to Delfin’s statutes requiring approval from 88% of the capital.
Del Vecchio has said his plan is intended to keep the family’s EssilorLuxottica stake under family control, rather than transfer Delfin to Strnad and the financial investors he plans to involve.
Sources: ANSA Economia.