«We need the tools to grow even with acquisitions»- Corriere.it

Hunting for prey or new partners. In short, even bigger to ride the car revolution. But to do so, a paradigm shift is needed and so Brembo’s second life will start again in the Netherlands. It is here that the big name in braking systems has chosen to transfer its registered office to take advantage of Dutch law which enhances the increased vote. The resolution of the board of directors will be voted by an extraordinary shareholders’ meeting on 27 July and, barring exceptions, the cross-border transformation of the company from Italy will be completed by the end of the year, which will adopt the legal form of limited liability joint-stock company NV (naamloze vennootschap) governed by Dutch law. The tax office and the VAT number will remain in Italy as will the negotiation on the price list. “We have to grow by size and we will do it with our business, but we must have the tools to do it also with acquisitions,” says Matteo Tiraboschi, Brembo’s executive chairman bluntly. «If I look at the last ten years, we have tripled our turnover, from 1.2 to 3.6 billion in 2022 and this happened organically. Growth through external lines is achieved through acquisitions of a certain significance and to do so we can resort to debt, which we are not enthusiastic about, or a capital increase, which can lead to the loss of control of the company: the increased vote, on the other hand, allows to keep it”.

Investments and the green revolution

At the moment there are no targets on Brembo’s radar, but “it’s better to be ready”, says the top manager. «The automotive industry is experiencing a disruptive phase and size will become an increasingly important element: we spend over 6% on research and development, around 240 million euros; an important figure for Brembo, but not yet sufficient for the innovation and technology that are entering the automotive world. Size then becomes important in order to offer new solutions to customers». In May, Brembo allocated half a billion in investments in Europe, the Americas and China. But with this operation, the share capital will also assume a new importance: «Seen so far as a representation of the shareholder, in reality it is at the service of the company – reasons Tiraboschi -. A shareholder becomes whoever faithfully maintains his stake in the company and this tool will be important to go around the world and grow more».

Loyal shareholders

The new statute will strengthen the institution of increased voting by adopting a special voting mechanism. Voting rights will be increased for long-term shareholders, the so-called loyal shareholders, by combining the newly issued special voting shares (not listed on Euronext) with the ordinary Brembo shares held by them. There are nine different types of shares with special voting rights which each assign a progressively increasing number of votes from 1 to 9 and which will be issued and assigned to loyal shareholders, based on the holding period of the ordinary shares, after registration of their ordinary shares in the special Dutch register set up by Brembo. Which thus joins the moves to Amsterdam of other Italian big names such as Campari, Mfe and Cementir. Tiraboschi, however, clears the field of misunderstandings: «Brembo is an Italian company, deeply rooted and which will continue to be Italian. In the last ten years we have invested over 800 million euros in our country. By the end of the year we will complete the purchase of the Heidelberg office at Kilometro Rosso, in Bergamo, and we will continue to pay taxes in Italy. Brembo remains and will remain in Italy».
In the meantime, today Brembo saw its chief public affairs officer, Roberto Vavassori, take over the presidency of Anfia for the four-year period 2023-2026.