Ricordati - February 05th, 2019
In June 2018, a consortium of funds led by the private equity firm CVC Capital Partners entered into an agreement for the acquisition of Recordati's controlling shareholder FIMEI SpA (51.8% of the share capital) from Recordati family's members. As provided by Italian legislation, after the acquisition of the majority stake in the Company, in December 2018 the consortium launched a mandatory tender offer over all Recordati shares that are not held by FIMEI. The offer started on January 2 and will end on January 29, 2019. On December 21, the Board of Directors by majority considered not fair the price of € 27.55 per share offered by the consortium of investors.
On 6 December 2018 all the members of the Board of Directors resigned, in order to allow the appointment of a new Board representing the new composition of the share capital after the change in control of the Company. The EGM is therefore called to appoint the members of the Board on slates of nominees submitted by shareholders holding, even jointly, at least 1% of voting rights.
Two slates of nominees have been submitted, respectively by the controlling shareholder FIMEI (sub-item 1.c.1) and a group of institutional investors jointly holding 1.3% of the share capital (sub-item 1.c.2).
One of the institutional investors that submitted the slate of nominees is Generali Investments, which is a client of ECGS partners Proxinvest and Frontis Governance. It is important to note that these partners do not provide consulting services to Generali. Voting advice is provided primarily as a source of information at general meetings.
We have concerns on the lack of independent representation in the slate submitted by the controlling shareholder (27% of independent nominees and 45% of nominees connected with the controlling shareholder). Therefore, we recommend that shareholders support the slate submitted by the institutional investors (sub-item 1.c.2), including 3 nominees, all of which are independent of the Company and the controlling shareholder.
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