Impregilo slams renewed Salini pressure

13 June 2012

The war of words between privately-owned Italian contractor Salini and its takeover target Impregilo continues after Salini attempted to convince Impregilo shareholders to let it vote on their behalf at a board meeting in July.

Impregilo - Italy's largest publicly listed contractor - branded Salini's proxy solicitation as "groundless and manipulative", representing a "very serious slur on the reputation and credibility of the company".

Proxy solicitation refers to a request that a corporate shareholder authorise another person to cast the shareholder's vote at a corporate meeting.

Impregilo has called a shareholder meeting for 12 July to discuss the renewal of its board, and Salini intends to gather enough proxy votes to allow it to revoke the current members and parachute its own representatives in to control the company.

Impregilo is the target of a battle for control between its two main investors - the Gavio and Salini families - which both hold stakes of just under 30%. Gavio Group controls investment consortium IGLI.

If Salini's proxy solicitation is successful, it could also remove IGLI's representatives from the Impregilo board, as well as the company's new chairman, Fabrizio Palenzona, who was appointed at the start of this month after Impregilo's former chairman, Massimo Ponzellini, resigned following allegations of bribery at his previous job as chairman of Italian bank Popolare di Milano.

Salini is proposing the appointment of former Goldman Sachs chairman of European investment banking Claudio Costamagna as chairman of the Impregilo board, and has also put forward 14 other candidates, including members of the Salini family.

In its proxy voting prospectus, Salini claimed the tie-up would create a "national champion" that was fundamental to the development of Impregilo. The proposal that Salini is submitting to Impregilo's shareholders envisions a combined entity with total revenues of up to €7.5 billion by 2015.

Impregilo rejected the proxy solicitation as "an intolerable affront" to its integrity. It said it would assess the damage the statements caused and "take all steps to protect its tangible and intangible assets and to obtain rightful compensation for the damage it has unjustly and inexplicably sustained".

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