voting agreement on 20% of the capital – Corriere.it

Partners maneuvering the upper floors of Pirelli. Mtp/Camfin and Brembo have announced the signing of a consultation agreement on the vote in the shareholders’ meeting which consolidates the nucleus of Italian shareholders of the Bicocca group, controlled by the Chinese Sinochem. The announcement comes ten days after rumors indicating the possibility of a disengagement by Beijing’s shareholders. Rumors denied by Sinochem, which nonetheless fueled market hypotheses on a reorganization that could have involved Brembo itself, already present in the Pirelli shareholding structure, also in an industrial key.

The safe that belongs to the vice president and CEO of the tire company, Marco Tronchetti Provera controls the 14,1% – to which is added another potential 4.6% held in the form of a “call spread” – while the Bergamo group of the Bombassei family owns 6% of the capital. The pact binds 16.1% of Pirelli and provides for Brembo’s commitment to adjust its vote to that of Mtp/Camfin, after consulting in advance on the matters placed from time to time on the agenda of the ordinary and/or extraordinary shareholders’ meeting of Pirelli & C..

The agreement has a duration of three years Andas explained in a joint note, was signed in a logic of long-term cooperation, with the signing of the shareholders’ agreement Brembo and Mtp/Camfin shared – in full compliance with the provisions of the other Shareholders’ Agreements relating to Pirelli already signed by Mtp/ Camfin — a general principle of continuity in the governance, strategy and management of Pirelli. In this context, Brembo, in compliance with Pirelli’s entrepreneurial culture, has also agreed that Mtp/Camfin will continue to exercise the role of top management guide, also in relation to Pirelli’s strategic options.

Currently the control of the Bicocca group is in the hands of the Chinese Sinochem with 37%, held through the Marco Polo holding. Among the shareholders are also the Silk Fund headed by the Beijing government with 9% and Longmarch, the holding company of the Chinese Niu family, with 3.7%. Last year Mtp/Camfin renewed the syndicate pact on governance with Marco Polo, whose entry into force is expected at the next meeting, which assigns the presidency currently held by Li Fanrong to the Chinese, and the operational management exercised by Tronchetti to the Italian shareholders Provera and Giorgio Bruno, deputy CEO. Camfin also has a consultation pact with Longmarch. The one with Brembo adds to the two existing shareholder agreements, but has a different strategic value given that it links two significant Italian shareholders of Pirelli, in a structure dominated by the Chinese.

The shareholder agreement with Marco Polo leaves Pirelli shareholders free to sell and, even if Sinochem specified that he was not studying disengagement projects in response to the rumors picked up by Bloomberg that he was giving up, more than one observer has returned to thinking about the possibility of an industrial alliance with Brembothe world’s leading manufacturer of braking systems, which has been talked about for some time in terms of creating an Italian pole of smart tyres, segment technology in which the Bicocca group is investing heavily. The consultation pact authorizes the Bergamo group, controlled by Alberto Bombassei, to purchase other Bicocca shares after informing Mtp/Camfin. For the moment, the agreement stops at the right to vote in the shareholders’ meeting, but it is clear that the link signed with the agreement between Tronchetti and Bombassei in a logic of long-term cooperation, as they explained, could open up new scenarios for the future of Pirelli and Brembo.