Powerful shareholders, a strategy to be examined. Why Messina’s words herald a new phase for the Lion of Trieste

“Assicurazioni Generali is no longer open to takeover”: Carlo Messina, during his testimony before the parliamentary committee of inquiry, not only attacked the government, accusing it of suffering from South American syndrome regarding bank taxes, but also made it clear that he would act as a guarantor for the Trieste-based company without interfering in its governance and without any preferential arrangements. Generali is currently supported by a five-party shareholding structure: Intesa (13.5% via Mediobanca and 3.13% directly), Delfin 10.15%, Unicredit 9.05%, Caltagirone 6.23% and Benetton 4.9%. The weakest link is the Luxembourg-based trust that holds the coveted and contested legacy of Leonardo Del Vecchio.

A reassuring message has been issued via Bloomberg, which has published an analysis of the conflict between the sons and the role of Francesco Milleri, a trusted confidant of Luxottica’s founder and chief executive of EssilorLuxottica, the French group in which Delfin holds a 32.5 per cent stake. The Del Vecchio family’s financial resources “are ready to underpin, over time, a credible industrial project to make Generali bigger and more international,” the article states. “Options could include acquisitions by the insurer, participation in a capital increase, or support for a broader merger or consolidation. The holding company is not preparing a project of its own: for now, it intends to collect dividends, wait and support the right project, if and when it emerges.” However, “it could play a decisive role following the completion of Intesa’s acquisition of Montepaschi, when the new shareholding structure surrounding Generali becomes clearer. All this is conditional on the tensions between the heirs and the pressure from certain family members to reduce financial investments not derailing these plans”.

A conclusion that casts a shadow over the ambitious plan and confirms all the concerns circulating in stock market circles. This climate of opinion is a cause for concern for Romolo Bardin, who, with understandable anxiety, is steering a ship buffeted by Leonardino’s constant outbursts and the irritated reactions of his relatives. A fortune estimated at around 43 billion euros – attributable primarily to the stake in EssilorLuxottica and the market values of Montepaschi, Unicredit and Generali – cannot be thrown to the wind.

Of course, it will then be necessary to understand what the other players’ plans are. Messina insists on rejecting any role other than that of a stabilising force; he does not wish to propose more than three representatives on the board and has no intention of expanding abroad, not even indirectly. But many are wondering whether Intesa Sanpaolo has spent 35 billion euros simply to enter the cage of the Lion of Trieste and act as a guardian. Andrea Orcel, too, has denied wanting to take control of the company, but has spoken of “closer collaboration” both in the insurance market and in asset management. And he said this as if he were already on speaking terms with Philippe Donnet, who has been running Generali for ten years.

It is too early to consider long-term strategies before knowing whether and how Del Vecchio’s company, currently in disarray, will be sorted out. And what role Milleri, whose term expires next spring, will play. EssilorLuxottica has lost 40 per cent of its market value in a year; the board of directors has reaffirmed its confidence in him, but everything is in a state of upheaval.

Moreover, the approaching elections cast doubt on an important stakeholder such as the government, which has sent out two messages in recent years. The first was crystal clear: Generali must remain Italian; no agreements that call into question its national primacy. This was evident in the hostility towards the deal with the French firm Natixis on asset management, which was subsequently scrapped a year ago. The second is more ambiguous because Italian ownership requires strategic certainty. But who can guarantee this at the end of the parliamentary term?

The issue of Donnet, who has been criticised on several occasions by both Leonardo Del Vecchio and Francesco Gaetano Caltagirone, should not be underestimated. Their criticisms all remain valid: a lack of ambition regarding growth through overseas acquisitions; disagreements over the role of Mediobanca (will Intesa now support the capital increases that Mediobanca has been reluctant to approve?); and objections to the business plans and, consequently, to the management team.

Generali’s fate has never been a ‘family affair’, both because it remains the Italians’ piggy bank – even if no longer the only one – and because of the Treasury bills in its portfolio that guarantee its policies and the public debt.