Italy has applied its Golden Power Decree to Pirelli & C. SpA, influencing the choice of candidates for the next Pirelli Board of Directors. Pirelli reports that its incumbent Board of Directors have received two lists of candidates ahead of the Shareholders Meeting scheduled for 31 July 2023.
Restrictions placed upon major Pirelli & S.p.A. shareholder China National Tire & Rubber Corporation Ltd. include giving the remit of selecting the company’s chief executive to Camfin S.p.A. In a statement issued today, Camfin announces that it will nominate Andrea Casaluci to this role in addition to Marco Tronchetti Provera as Pirelli’s executive vice chairman. Giorgio Bruno, who was previously identified as Pirelli’s next CEO, is ending his tenure on the Board of Directors.
According to people familiar with the matter, Italian officials are attempting to limit the influence Sinochem has on Pirelli. Reporting this development, Bloomberg shares that officials are speaking with Pirelli investors about a range of options related to corporate structure.
Pirelli reports that the shareholder agreement between Camfin SpA and LongMarch Holding S.à.r.l. first signed on 13 May 2020 and modified on 30 June 2021 has been renewed for a further three-year period. The agreement thus remains in place until 13 May 2026.
On 28 February 2023, Pirelli shareholder Camfin SpA and its parent Marco Tronchetti Provera & C. SpA (MTP/Camfin) signed a shareholder agreement with Brembo SpA and Next Investment Srl, together with its parent NuovaFourB Srl (Brembo). The agreement covers Brembo’s commitment to align its vote with that of MTP/Camfin, following prior consultation, on matters included in the agenda at Pirelli’s ordinary or extraordinary shareholder meetings.
Giorgio Luca Bruno will succeed Marco Tronchetti Provera as chief executive officer of Pirelli. In a statement published on Monday, Pirelli investor Camfin S.p.A announced that Bruno will take responsibility for the operational implementation of the group’s strategies, freeing Tronchetti Provera to guide group strategy and oversee the implementation of the Pirelli business plan as executive vice-chairman, a role he is confirmed to hold until spring 2026. Camfin views the transition as one that ensures the “continuation of the managerial culture of Pirelli.”
Camfin S.p.A. (Camfin) and Longmarch Holding S.à.r.l. (Longmarch), an investment vehicle owned by the Chinese Niu family which owns Chinese tyremaker Hixih, have entered into an agreement concerning the acquisition of shares in Camfin shareholding by Longmarch. The agreement represents the fulfilment of an April 2020 accord between Camfin and Longmarch, which included a call option for 4.89 per cent of Pirelli and means Camfin now owns 14.1 per cent of Pirelli.
Pirelli’s largest shareholders have amended their ownership agreement and – at the same time – certain parties have ended their co-investment stance in relation to each other.
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 an 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.
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