The battle for fair value in Italian public-to-private transactions is heating up.
Activist investor Amber Capital, leading a coalition of funds holding a 13% stake in Antares Vision (ANV.MI), has publicly challenged the takeover bid by US-based Crane NXT (CXT). The dispute centers not just on price, but on a controversial use of Italy’s “loyalty share” mechanism to force a delisting.
🛑 THE CORE DISPUTE:
- The Offer: Crane NXT is offering €5.00 per share, valuing the company at €445 million ($517M).
- The Pushback: Amber Capital’s Italy Head, Giorgio Martorelli, argues this undervalues the traceability tech leader and penalizes minority holders.
- The Coalition: Amber is joined by French asset manager Amiral Gestion and others in petitioning the market regulator Consob to intervene.
⚖️ THE “VOTING RIGHTS” CONTROVERSY: The deal structure has raised governance red flags.
- The Mechanism: By acquiring a controlling stake from the founding family in stages, Crane inherits “enhanced voting rights” (loyalty shares).
- The Consequence: This grants Crane and the sellers 41% of voting rights immediately.
- The “Force Out”: Amber argues this allows Crane to push through a merger and delisting via a private vehicle even if zero minority shareholders tender their shares, effectively neutralizing the market’s ability to reject the price.
📉 THE GOVERNANCE RISK: Investors argue this sets a dangerous precedent. The “Loyalty Share” scheme was designed to encourage long-term ownership, not to facilitate squeeze-outs that bypass minority consent.
- “While formally legitimate, such a structure distorts – if not abuses – the enhanced voting rights scheme,” the investor group wrote to Consob.
💡 ANALYST TAKEAWAY: This is a critical test case for Consob. If the regulator allows enhanced voting rights to be weaponized for delistings, it significantly weakens the negotiating power of minority investors in Italian equities. For M&A arbitrageurs, the risk is that the “Minimum Tender Condition” effectively vanishes, removing the floor under takeover premiums.
👇 Governance Pros: Should “Loyalty Shares” evaporate upon a change of control, or is this a legitimate tool for acquirers?