The rupture is consummated: the main shareholders of Generali, two rebellious billionaires bound by a pact and the first Italian investment bank Mediobanca, are engaged in a fierce battle over the future of the third European insurer and the renewal of its CEO, Philippe Donnet .
Construction tycoon Francesco Gaetano Caltagirone, who owns 8% of Generali’s capital, resigned last Thursday from the board, followed on Monday by the representative of Leonardo Del Vecchio, founder of eyewear maker Luxottica.
The two entrepreneurs thus intended to protest against the way in which the board of directors adopted the new strategic plan 2022-24 and granted its support to Mr. Donnet, candidate for a third term, believing that they did not have a voice in the chapter.
The response from the remaining eleven directors came late Tuesday evening, after a marathon meeting: they “categorically rejected”, by a majority, “the baseless and often offensive allegations made” by the protesters in their letters of resignation.
And as expected, the board of directors has drawn up a first provisional list of “25 to 30 candidates” for its own renewal, which includes Mr. Donnet, a 61-year-old French polytechnician. A more restricted list will be submitted to the vote of the general meeting of shareholders on April 29.
– Counter attack –
The opposing side, under the auspices of Caltagirone, 78, and Leonardo Del Vecchio, 86, Italy’s second-largest fortune-maker with a 6.6 percent stake in the insurer, are preparing to counterattack.
The protesters intend to present “towards the middle or end of February” an alternative plan, followed in the wake of a competing list of candidates, a source close to the pact told AFP.
The dissident shareholders, who increased the pressure by multiplying the purchases of additional shares, were joined in their revolt by the Crt foundation (1.5%).
Together, they now weigh 16.1% of the capital of Generali, almost as much as the main shareholder and support of Mr. Donnet, Mediobanca, which holds 12.8%, but 17.2% of the voting rights, thanks to a stock loan.
The two billionaires criticize Mediobanca for drawing significant income from Generali, in the form of dividends, without working for its growth, and for acting behind the scenes to impose the leaders of its choice, without consultation.
Reproaches dryly refuted by the president of Generali, Gabriele Galateri di Genola, who assured that the group “has always carried out its activities according to criteria of absolute transparency and rigorous fairness”.
– Numbers war –
The accusations against Mediobanca are all the more explosive as Mr. Del Vecchio is the main shareholder, with an 18.9% share, and Mr. Caltagirone holds 3%.
“Nothing has been done for the benefit of a specific shareholder, we have always worked in the interest of all shareholders,” an internal Generali source told AFP.
The slingers argue that, compared to its competitors such as Allianz, Axa or Zurich Insurance, Generali has lost ground in the last 20 years, in terms of growth and capitalization, and should be more aggressive in terms of mergers and acquisitions.
After acquiring Italian insurer Cattolica for 1.2 billion euros and French group La Médicale for 400 million euros, Generali plans to strengthen its presence in India through its existing joint ventures, according to a financial source.
The capitalization of the group founded in 1831 in Trieste, or 29.6 billion euros, is lagging behind insurers like Allianz (92 billion euros) or Axa (69 billion euros).
Mr Donnet’s supporters point to another numerical record: since November 2016, the share price has climbed 62%, well above the industry average, and shareholder returns have increased by 115%.
The title closed Wednesday down 0.72% to 18.72 euros on the Milan Stock Exchange.
The last word will go to institutional shareholders and small investors who represent 57% of Generali’s capital, and who will have to be convinced of the merits of the plan already presented by Mr. Donnet or that being drawn up by his opponents.