Ferretti: after the tender offer, the governance battle begins – scenarios ahead of the shareholders’ meeting

The ongoing situation at Ferretti Group is entering its most delicate phase. With the tender offer launched by KKCG approaching its deadline, the confrontation is intensifying, also on a communication level.

In a statement released in recent hours, Karel Komárek openly challenged the assessments contained in the issuer’s updated notice, describing the offer as “fair, transparent and attractive for minority shareholders” and specifically criticizing the analyses carried out by advisor Altus Capital Limited. According to KKCG Maritime, the opinion fails to properly reflect the premium embedded in the revised price of €3.90 per share, nor does it adequately consider market conditions and the limited liquidity of the stock.

The recommendations of the Board of Directors and the independent committee are also targeted, as they are considered — according to the bidder — to be influenced by members linked to the reference shareholder Weichai. The statement also highlights divisions within the board, noting that figures such as Piero Ferrari and Stefano Domenicali have taken positions diverging from the official line, going as far as recommending acceptance of the offer.

Against this backdrop, the focus is progressively shifting from price and tender levels to the governance structure that will emerge ahead of the May shareholders’ meeting.

In recent days, there has been a significant acceleration in tenders, largely reflecting the transfer of the 4.6% stake held by Piero Ferrari into the KKCG Maritime offer. However, this cannot yet be interpreted as the signal the market was waiting for to move decisively, as often happens in the final stages of such operations. At this stage, the move by one of the most influential figures in Italian and international industry and finance does not appear to have had a strong endorsement effect in favor of Komárek and KKCG Maritime. Rather, it represents a compelling opportunity for Ferrari to realize a significant capital gain, given that €3.90 per share is a high valuation, close to the recent peak of €4.16 reached a few days ago. It is worth recalling that when Ferretti Group listed on Euronext Milan in 2023, the IPO price was €3.00 per share.

More than the financial figure itself, however, it is the ownership structure that provides the most meaningful insight. The current dynamics suggest that the positions of the main shareholders are beginning to consolidate.

On one side stands Weichai, the reference shareholder with a stake close to 40%, which has already expressed a clear opposition to the offer. On the other is KKCG, aiming to significantly strengthen its position, with the declared objective of approaching the 30% threshold. In between lies a set of holdings that becomes decisive at this stage: institutional investors and private shareholders who, despite holding smaller stakes, may prove crucial in shaping a majority at the shareholders’ meeting.

This is where the real battle will be fought in the coming weeks. The closing of the tender offer, scheduled for April 13, represents only the first step. The key moment will be April 17, when the lists for the renewal of the Board of Directors — including the nomination for Chief Executive Officer — will be presented. It is at that point that shareholdings will translate into governance proposals.

From there, several scenarios may emerge. The first is an open confrontation between two blocs: one aligned with Weichai and the other potentially coalescing around KKCG. In this case, the May 14 shareholders’ meeting would become a decisive contest for control of the group.

A second scenario involves a partial convergence between the parties, potentially leading to a shared governance structure, with a rebalancing of powers within the Board and a redefinition of executive roles.

A third scenario cannot be ruled out: an intermediate structure in which neither side is able to secure a full majority. Such a configuration would likely result in a more complex management phase, characterized by continuous negotiations and slower decision-making processes.

In this context, the role of CEO Alberto Galassi takes on particular importance. While formally neutral in the votes on the tender offer, his position is embedded in a network of relationships that makes him a central figure in shaping future balances.

At the same time, initial speculation is emerging regarding potential candidates for the group’s leadership. No established names have surfaced so far, but it is clear that leadership will be a key element in the shareholder confrontation.

At present, the most straightforward - and in many respects the most consistent with industrial continuity - solution remains the confirmation of Galassi, who has led the group since 2014 and has overseen its relaunch and growth. However, any shift in the shareholder structure could open the door to alternative solutions, directly reflecting the new balance of control.

The transition from tender participation to the formation of board lists marks a clear change of phase: from a predominantly financial logic to a fully industrial and strategic one. It is in this transition that it will become clear not only who holds the greatest weight in the capital, but also who will be able to translate that weight into effective governance.

In this sense, the coming weeks will not be about measuring the success of the offer, but about defining the power structure that will guide Ferretti in the years ahead.

As often happens in such situations, the final outcome will not depend on a single step, but on the ability of the various stakeholders to build — or fail to build — a sustainable balance over time.

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