“My proxies at the disposal of the Board of Directors to evaluate Kkr’s offer”
To facilitate the evaluation of the Kkr offer, the CEO of Tim Luigi Gubitosi says he is ready to put “the powers available to the Board of Directors”. “If this step”, he writes in a letter, sent to the directors on the eve of the board and which Adnkronos was able to consult, will allow a more serene and rapid evaluation of Kkr’s non-binding offer, I will be happy that it happened. “” I cannot keep silent about the amazement generated by some positions taken; I allow myself, therefore, to summarize my thoughts “.” The indication of interest sent on Friday 19 November by Kkr concerns the launch of a public tender offer for both ordinary and savings shares. It is therefore obvious that the parties that could be affected are all the shareholders of our company. The recipient of a possible offer, therefore, – continues the CEO – is not the company but the shareholders who will decide independently how to behave. In this case, the Board of Directors must strictly abide by the rules, since it does not have an active role but must ensure transparency and correct information to the market. In particular, pursuant to current legislation, should the Offer be formalized, the Board of Directors must with total transparency allow the shareholders to evaluate the convenience of the Offer and the adequacy of the price offered “.
Gubitosi also addresses the independent directors: “They have a fundamental role as the Board, in due course, will have to issue a press release based on the work of the independent directors, which will contain an assessment of the effects that any success of the Offer may have. on the interests of society, on the occu
In the letter, the managing director Gubitosi recalls what happened on 21 November last in the board. “The idea, aired by some directors not to include the price in the press release or not to specify the conditions set by Kkr, or even the question about the advisability of issuing a press release, demonstrate the total lack of respect towards the market which cannot belong to Tim’s culture“.” The same discussion among the last items on the agenda of tomorrow’s Board of Directors can give a sense of low priority “.
“The indication of interest sent on Friday 19 November by Kkr concerns the launch of a public tender offer for both ordinary and savings shares. It is therefore obvious that the subjects who could be interested are all the shareholders of the company. Our company. The recipient of any offer, therefore, is not the company but the shareholders who will decide independently how to behave “.
“In this case, the BoD must strictly abide by the rules, since it does not have an active role but must ensure transparency and correct information to the market. In particular, pursuant to current legislation, if the Offer is formalized, the BoD must with total transparency to allow shareholders to evaluate the convenience of the Offer and the congruity of the price offered “he continues.
In other words, the Board must act in the interest of all shareholders and to protect the market. “For this reason, dilatory attitudes on the part of the Board, which can be interpreted as aimed at defending the interests of certain shareholders, are to be avoided and they would be such as to generate significant responsibilities on the Company’s bodies “underlines the chief executive officer.
“The not too veiled accusations that have been addressed to me in relation to the my alleged closeness to Kkr, as well as being totally out of place and false, as I have repeatedly pointed out, must not be used instrumentally to slow down the process of examining the indication of interest, an attempt from which I disassociate myself clearly “.
“Our duty is to protect the interests of all our stakeholders, in particular the market, not to privilege individual positions and to act in strict compliance with the rules quickly to protect the stability of our company”.
Regarding Kkr’s non-binding offer, he concludes, “it is urgent to appoint financial advisors and approve the immediate granting of a reasonable period of time to carry out limited due diligence on documents and information acceptable to the Board. Technically we could be ready to a data room in 48/72 hours“.