Tronchetti Provera buys back Pirelli: 146 million to become owner again

Tronchetti Provera buys back Pirelli: 146 million to become owner again

Approximately 146 million euros. This represents the total amount committed on Monday 8th by Marco Tronchetti Provera's final vehicles to acquire over 6% of Pirelli's shares, bringing their controlling stake over 20.58%. This figure can be deduced from the internal dealing communications filed by Pirelli after the announcement made by Camfin and Marco Tronchetti Provera spa (Mtp) on the evening of Monday 8th on the double operation carried out. The stock also gained 2.82% in yesterday's session, closing at 5.33 euros. The first operation is the taking control of Longmarch, a vehicle shared by MTP and the Chinese entrepreneur Niu through Longmarch Holding Honkong (LMHK), which already owned 3.68% of Pirelli.

Tronchetti Provera obtained control of the company on 8 January through 5.5 statutory mechanisms and by subscribing to a reserved capital increase with a total outlay of 510 thousand euros. Now Mtp spa holds 51% of the voting rights of Longmarch. The second operation is the acquisition of 2.8% of the shares by an important institutional investor carried out by Camfin Alternative Assets (CAA), a vehicle controlled by Camfin, in turn attributable to Mtp spa. The purchase, according to the communication filed, was carried out at a price per share of 5.196 euros, for a total outlay of 145.488 million euros. The price paid implies a premium of 4.25% compared to the closing of Piazza Affari on Monday 8th at 4.984 euros, when rumors about the operations began to circulate, and 7.4% compared to the closing on Friday 5 January at 4.838 euros.

It should be underlined that the purchase of the shares was financed by a capital increase of Caa amounting to 125 million, including premium, subscribed for 17.3 million by Camfin and for 107.8 million by PIRELLI and C Longmarch. Yesterday Pirelli also published the text of the new shareholder agreements between the four companies involved, which updates those between Camfin and Longmarch. As already specified in the note from Camfin and Mtp spa, Lmhk cannot purchase Pirelli shares without the consent of Mtp spa until 15 April 2024; from that date onwards, consent will no longer be necessary for purchases of up to 3% of the capital. The agreement also provides for a two-year lockup on the shares of Longmarch and CAA. The statutes give Mtp and Camfin a right of pre-emption on the shares of Lmhk in Longmarch and Longmarch in Caa respectively. Even if they decide not to exercise pre-emption, the control of Mtp over Longmarch and of Camfin over Caa is guaranteed by other statutory provisions at least until 30 June 2030. Among the clauses there is also the commitment of Caa, also on behalf of Camfin, Mtp and Longmarch, not to make any further purchases for at least 3 months.

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