While, as expected, the rush of investors is not triggered on the second day of the takeover bid to deliver the shares (only 764, corresponding to 0.00112 of the share capital), the Credit Agricole Italy goes on the attack and criticizes Mediobanca e Bank of America, advisor of the Creval on the acquisition transaction, e the entire Board of Directors of the Valtellinese bank led by Luigi Lovaglio per not having waited for the conclusion of the offer in calling the meeting called, as well as renewing the board, also to comment on changes to the remuneration policy of the leaders in office.
The CEO of Creval Luigi Lovaglio
The reason? The changes would introduce bonus e benefit certain even in the event of early termination of the relationship (golden parachute). Situation that would occur immediately in the event of a successful bid for green bank which would place a board on his own terms, dismissing the newly renewed directors.
Commenting on the decision of the Creval board to define the price offered (10.5 euros) “not congruous”, the French immediately reply to Mediobanca and Bofa branding their analyzes as “misleading“. For the advisor, as the stock market is also demonstrating, the fair price to get your hands on 100% of the Creval è included in a range between a minimum of 12.95 and a maximum of 22.7 euros per share. But for theAgriculture, “the assessment intervals included in the issuer’s release are significantly broad and fail to clearly illustrate the assumptions underlying these valuations, thus resulting potentially misleading e not providing an objective and reliable assessment of the offer to Creval shareholders “.
Moreover, to indicate the ranges of value, they stigmatize the French captained in Italy by Giampiero Maioli, have been employed by Piazzetta Cuccia & C. three different methodologies. And, in addition, although Credito Valtellinese is a listed company, the board of the Valtellina group did not consider the use of stock market prices among the valuation methods, not clearly highlighting the implicit premiums recognized on the market prices of the shares of the institute of Sondrio.
“The Board of Directors – we read in fact in the note of theAgricole Italy– did not compare the premium recognized with the amount paid on average in other similar market transactions. The price of Creval shares, as highlighted in the issuer’s press release, recorded a performance + 19.9% from the beginning of 2020 until November 20, 2020 (i.e. the last trading day prior to the bid announcement date), significantly higher than the performance of the index Ftse Italy Banks (-22.1%), already reflecting a significant M&A upside (for example, an increase of more than 15% from the interview with the CEO of Creval and from the press speculations related to M&A published at the end of September until November 20, 2020). This element should be taken into consideration in the evaluation of the premium recognized by the offer “.
Contrary to “excellent risk profile“ e “to the growth path“On which Lovaglio declared that he had placed the bank of Sondrio, theAgriculture then underlines how instead Creval has a limited recurring profitability and like the cost of credit reported by the Valtellinese institute in 2020 is significantly lower to that of the other main Italian banks deemed comparable.
Furthermore, the “Creval’s capital surplus“According to Lovaglio, could benefit the French and”not adequately valued”, For theAgriculture neither reflects the “potential deterioration of the position of asset quality in the current Covid-19 context“Hey”i futuri headwind and regulatory limits”.
Finally, appreciating Lovaglio’s statements on “to the strategic rationale of the offer“And expressing its confidence in the outcome of the operation, the Maioli group asks to postpone”on the first useful date following the closing of the “tender offer of 21 April (barring extensions) the meeting scheduled for April 19 to avoid “rnegative and useless falls, increase in time and costs that would ensue“From the” double renewal of the administrative body in a limited time frame “.
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