On 1 April 2020 Camfin SpA, a key shareholder in Pirelli which shares the Italian tyre manufacturer’s close connections with Marco Tronchetti Provera, announced that Camfin and Longmarch Sàrl had signed “a preliminary and non-binding Memorandum of Understanding [MoU] to evaluate a possible strategic partnership, aimed at developing activities in private equity, including the healthcare sector. However, while Camfin is and investment company and Longmarch is a separate Luxembourg-based vehicle, the two firms are related to Pirelli and the Chinese Hixih Rubber Group respectively. And therefore, the latest news could also indicate that Pirelli and Hixih are moving closer together.
On 23 January 2020, Pirelli & C. S.p.A. received a notification letter from its largest shareholder, China National Chemical Corporation Ltd. (ChemChina), informing the firm that it is undergoing “strategic restructuring”. The restructuring notice covered both ChemChina and Sinochem Group Co., Ltd.
Market rumours that Pirelli is considering a €9 billion (£7.7 billion) merger with Finland’s Nokian Tyres have been quashed by company spokespeople. Reports that such a deal was on the horizon emerged in mid-January and were then fuelled by re-reporting in the British and Italian press. However, these stories are “without foundation”, according to two Milan-based Pirelli spokespeople that Tyres & Accessories interacted with. Nokian has yet to comment.
Pirelli shareholder Camfin now has the right to buy up to 15 per cent of Pirelli shares. The news came when Camfin announced on 26 September that it had underwritten “an additional financial instrument, maturing in September 2022, denominated ‘Call Spread’ with 8.9 million Pirelli shares underlying”. Call Spread’s shareholding equates to 0.89% of Pirelli’s share capital.
The integration of Prometeon Tyre Group (the former Pirelli Industrial business) and Aeolus Tyre Co. Ltd has stalled after Aeolus’ pending acquisition of a 90 per cent stake in Prometeon failed to gain overseas acquisition approval from Chinese authorities before the 31 December 2017 deadline.
In parallel with presenting its full-year 2016 results, Pirelli has revealed further details of its complex ownership structure and how it is splitting its consumer and industrial tyre business into two separate entities.
The latest news is that, as of March 2017, TP Industrial holding (which owns the newly renamed PTG, which was called Pirelli industrial until recently – more on that later) has been separated out from Pirelli’s consumer tyre business. In practice this means the assignment of TP Industrial holding to Marco Polo, Pirelli’s sole shareholder. According to Pirelli, the assignment will “ensure that Pirelli and TP Industrial can pursue their own independent paths to growth and independently developed strategies”.
CNRC (ChemChina), Camfin and its shareholders have announced that all the necessary antitrust and regulatory approvals for ChemChina’s purchase of the majority of Pirelli (as announced on 22 March 2015) have been obtained. Therefore the aforementioned parties have agreed to complete the transaction on 11 August 2015. As a result, the pre-announced mandatory tender offer for the remaining shares (at 15 euros each) will be triggered.
ChemChina (China National Chemical Corp) has gained European Union antitrust approval for Pirelli takeover. According to a Reuters report, the completed transaction would give the combined company a 10 per cent market share. As a result, ChemChina unit China National Tire & Rubber is now expected to go ahead with plans to set up a joint venture to acquire a 26.2 per cent stake from Italian holding firm Camfin and then make a mandatory takeover bid for the rest of Pirelli.
Following the news that ChemChina now controls (both directly and indirectly) 30 per cent or more of Pirelli shares with a view to buying as much as 70 per cent of the company, Italian news reports suggest a number of smaller shareholders are forming an alliance in order to push for a higher offer price from ChemChina.
Following news of the company’s plans to takeover Pirelli based on purchasing Camfin’s leading shareholding in the Italian tyre manufacturer, ChemChina has revealed that it has made a deal with Edizione Srl for an additional Pirelli stake. The latest share purchase suggests ChemChina is in the second phase of its acquisition en route to a publically stated goal of owning 65 per cent of Pirelli.
In the early hours of 23 March 2015 Beijing Time, ChemChina’s China National Tire & Rubber Co. (CNRC) subsidiary signed an agreement with Camfin S.p.A. to purchase Camfin’s 26.2 per cent Pirelli shareholding at 15 euros a share. This values Pirelli at around 7.1 billion euros (£5.15 billion pounds). A joint tender offer by ChemChina, Camfin and other investors on the rest of Pirelli’s shareholding is now expected to follow.
Working on a share price of €12, which translates into a market capitalisation of €5.8 billion, Pirelli boss Marco Tronchetti Provera has arranged the sale of 13 per cent of all Pirelli shares to a majority state-owned Russian energy giant. With this transaction, Rosneft is set to become the largest single Pirelli shareholder. But even though his own shareholding will reduce to less than five per cent when the ink dries on the deal, Tronchetti will retain more or less free rein at Pirelli. While some market observers currently fear that the political situation in Crimea and the Ukraine may harm the deal, and others set their hopes upon the introduction of sanctions against Russia getting in the way, this article focuses on other questions – who Pirelli actually belongs to, who has the say at Pirelli, and how it is possible to control the Pirelli Group despite only having a minority shareholding?
In a press statement dated 21 October, Pirelli & C. SpA shares that the leadership of its Shareholder Block Agreement met that day and decided, at the proposal of Marco Tronchetti Provera, to mandate Alessandro Pedersoli to launch consultations amongst all shareholders belonging to the Shareholder Block Agreement ahead of its expiry on 15 April 2014, with a view to evaluating the possibility of its early dissolution.
Pirelli & C. SpA shares that Camfin S.p.A., as a Pirelli shareholder and member of the Shareholder Agreement of Pirelli & C., will ask Pirelli’s shareholders at the company’s 13 May Shareholders’ Meeting to confirm Carlo Salvatori as a member of the Pirelli Board (as already proposed by the company’s Board of Directors). It will also request the nomination of Jean Paul Fitoussi and Luca Rovati in place of Mario Greco and Paolo Ferro-Luzzi.