KKCG tender offer and governance: decisive week for the future of Ferretti Group
The KKCG tender offer continues to divide Ferretti’s Board of Directors and shareholders. With Galassi in a wait-and-see position, Piero Ferrari ready to sell his stake and Weichai close to 40%, the focus shifts to governance ahead of the May shareholders’ meeting.
The ongoing situation regarding the shareholding structure of Ferretti Group is entering an increasingly delicate phase, where the tender offer launched by KKCG Maritime intersects with internal Board dynamics and the group’s future governance.
At its latest meeting, the Board reiterated its position on the revised offer – €3.90 per share – again deemed financially inadequate and not fair for independent shareholders. This assessment is shared by the controlling shareholder Weichai Group, which, with a stake close to 40%, continues to reject the proposal put forward by Karel Komárek through KKCG Maritime.
Alongside the Board’s formal stance, however, a clear division is emerging. On one side stands the group represented by Weichai and the majority of the Board; on the other, a component that views the offer favourably. This latter group includes Piero Ferrari and Stefano Domenicali, who in the latest meeting voted against the Board’s position, effectively supporting the adequacy of the revised price.
In a more nuanced position is CEO Alberto Galassi, who abstained on both the initial and revised offers. A formal neutrality which, however, sits within a non-neutral relational context: Galassi is also linked to Piero Ferrari through family ties and has led the group operationally since 2014. This places him at a key junction in the current scenario, especially ahead of the renewal of the company’s leadership.
Within this framework, Ferrari’s decision to sell his stake to Komárek by April 13 becomes particularly significant. This move would strengthen the Czech entrepreneur’s position, bringing him close to 20% of the capital. However, it also introduces a strategic complication: by acquiring Ferrari’s shares directly, KKCG could lose a potential ally at the shareholders’ meeting, both numerically and in terms of the symbolic value of the Ferrari name within the group.
Piero Ferrari’s role goes well beyond his 4.6% shareholding. Honorary Vice Chairman of the group, he also heads the Product Strategy Committee, which works alongside Engineering and Marketing in defining product ranges, technical requirements and time-to-market for the group’s brands – Ferretti Yachts, Riva, Pershing, Itama, CRN, Custom Line and Wally. A central, strategic function that could be called into question should control remain firmly in Weichai’s hands.
Today, the shareholder structure – excluding the ongoing tender offer – reflects a complex balance. Alongside Weichai (~39.25%) and KKCG Maritime’s initial stake (~14.5%), there are Danilo Iervolino (~5.2%), Piero Ferrari (~4.6%), the Bombassei family (~2%), Kuwaiti investor Bader Nasser Al-Kharafi (~3%) and Biglari Holdings (~3.4%), in addition to the free float mainly traded in Milan. The key question is: who aligns with whom? Which alliances have been formed? And how will minority shareholders respond by the close of the offer?
This mosaic of shareholdings represents one of the central elements of the current situation and highlights that the issue is not only reaching a specific equity threshold, but building a stable majority at the shareholders’ meeting.
The current Board composition reflects this balance. Chaired by Hao Qinggui, the Ferretti Group board includes, alongside Galassi, Tan Ning, Jin Zhao, Zhu Yi, Patrick Sun and Jiang Lan, representing the Weichai-controlled area, as well as independent directors Stefano Domenicali and Piero Ferrari. This configuration shows how decision-making power currently leans towards the Chinese shareholder, albeit with a qualified minority capable of influencing strategic discussions.
In terms of the tender offer, figures remain limited. As of April 2, total acceptances stood at 354,036 shares, equal to 0.679103% of the shares subject to the offer. At this stage, however, the figure is of limited significance, as such transactions often take shape in their final stages. More relevant for shareholders is the stock performance: in Milan, shares reached €4.10, bringing market capitalisation to approximately €1.49 billion, while in Hong Kong they exceeded HKD 41 (HKD 41.18 at the peak), levels significantly above the price offered by KKCG, making Komárek’s proposal less attractive.
The next key milestones are already set. The tender offer will close on April 13; on April 17, lists for the renewal of the Board – including the CEO nomination – must be submitted; and on May 14, the shareholders’ meeting will take place to redefine the group’s governance.
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