Genova - Vittorio Malacalza defeated Raffaele Mincione 7 to 3. The struggle over control of Banca Carige has ended with a resounding success for the Piacenza-based Malacalzas; they’re the largest stakeholders in the troubled Ligurian lender, and during the recent board’s assembly were able to retain a majority, fighting off an assault by the London-based Roman financier Mincione, who had taken sides with CEO Paolo Fiorentino, and was pushing Carige towards a rapid merger.
The list presented by Malacalza received 52.6% of the votes (30.5% of the capital), electing 7 directors, against 3 of Mincione’s (28.9% of the votes, equal to 16.7% of the capital), while Assogestioni (15.2% of the votes) confirmed Giulio Gallazzi. Pietro Modiano is the new chairman, flanked by Lucrezia Reichlin as vice-chairman. Fabio Innocenzi will replace Fiorentino, who’s leaving the board: “No more mistakes will be allowed to happen in Genoa, I give my word. We’re turning the page and embarking on an amiable, cohesive and stable management, capable in a reasonable amount of time of returning the bank to its traditional role,” was Modiano’s initial statement.
The bank’s board of directors have been through some troubled times, mirroring Carige’s vicissitudes over recent years. Malacalza Investimenti, through its lawyers, underlined that Fiorentino’s management “had failed”, and that it was time for “a change of course”, defining as “unrealistic and dangerous” any plan of “aggregating the bank with just any partner and at any condition.” “Should things keep going the wrong way, the bank may head into liquidation,” warned Malcalza’s lawyer, Francesco Gatti.
At the BOD meeting, where Malacalza once again warned against voting for the Mincione list, a scuffle broke out regarding the two funds (Athena and Eurasia) managed by Mincione’s intermediary firm. Malacalza requested their votes, equal to 3% of the capital, be voided, in light of Bankitalia and the Court of Genoa’s decision to ‘freeze’ the financiers’ shares exceeding 10%, as they didn’t meet the regulator’s approval: “They function independently” from Mincione, said the delegate for the funds, responding to chairman Giulio Gallazzi’s requests for clarifications. “It’s not my money, I don’t manage those funds,” assured Mincione, underlining that the funds would opt for Assogestioni.
The outcome removes any scenario of a merger in the near term, one in which Carige would have been in a weak position in light of capital shortcomings detected by the ECB, which proceeded to invite the bank to evaluate an aggregation with a more solid institution regarding a capitalization plan, which the lender must present by November 30th. “Let’s not be biased in favour of an aggregation. A good BOD evaluates the situation, examines it, brings it to the attention of the regulator,” cautiously indicated Vittorio Malacalza: “Firstly we must restructure,” said Modiano, although this could entail the need for new capital. The bank has already asked the market for 2.1 billion over the last five years. “We are counting on the support of the main shareholder, who has never failed to provide support in these troubled years,” he added. If we need to, assured Davide Malacalza, “we will do our part.” Sensing the risk of a new increase, the bank’s stock lost 4.5%, trading at 0.0084 euro. Mincione, the biggest loser in the tug-of-war, will also form part of the new BOD.
Whereas some pointed out that he’d be able to garner the support of several hedge funds, during the assembly he got the support of 16.7% of shareholders, including his own 10% stake: “Following a summer rife with speculation [that Mincione] might increase his share and try to head the BOD, he came back with the same number of shares he had in January,” was Gatti’s dry comment.