New Ferrari pact: Piero Ferrari can sell 5% and terminate the agreement at his discretion

The surprise move by the Agnelli family's holding company, sources report, would have been one of the arguments put on the table in the deal negotiations. All the more so since Exor's descent into Ferrari's capital, the Maranello group has significantly reduced its value, burning through something like 15 billion in capitalisation since then (today it is around 60 billion).

Down to 5%

The result of the confrontation between the parties is a document of fifteen pages and as many articles that change the balance that has governed Ferrari for ten years.

The new consultation agreement signed between Exor and Piero Ferrari is very different from the initial pact of 2015. Three, in brief, are the most immediate differences. Firstly, the parties involved are three and not two with the involvement of the Ferrari family's Trust, owner of the bare ownership of 10.2% of the Rossa's shares (Piero Ferrari retained the usufruct). Secondly, the duration, no longer five years but three. Lastly, the size of the package of shares subject to consultation, with the Exor holding company dropping, after the 4% placement made in 2025, to 21.2%, which together with the 10.6% owned by the Ferrari family brings the total share to 32% of the capital and 48% of the voting rights. So far the changes in form.

In the background is a very different regulation of the relationship between the two shareholders compared to the previous pact. The heart of the new internal balance is in Article Ten, which regulates the early dissolution of the shareholders' agreement. There are five cases in which it may be requested, with one provision dominating over all the others, made explicit in point 10.2.4: the early dissolution of the pact may be requested 'subject to 30 days' notice of termination by Piero Ferrari at his sole discretion'. Not only. The founder's family, including the Trust, have the possibility of reducing their weight in Ferrari's capital up to the 5% threshold without Exor being able to ask for an account. Only a descent beyond this threshold triggers the only right of early dissolution in Exor's hands.

Those close to Exor point out that the greater concessions reserved for Piero Ferrari are functional in protecting the Ferrari family's position as a minority shareholder and simultaneously confirm Exor's long-term commitment to the partnership, while avoiding a structure that could have disproportionately exposed the minority shareholder.

The Trust and the Opa knot

There is one last case involving the early dissolution of the covenant. And it concerns the transfer of the voting rights on the 10.2% from Piero Ferrari to the Trust. According to reports in Il Sole 24Ore, the reason for the immediate dissolution is linked to the risk of a possible joint takeover bid on Ferrari by the two shareholders. Hence the need to keep bare ownership and voting rights on the 10.2% stake owned by the founder's family quite separate.

At the time of the listing of the Rossa, in fact, Exor and Piero Ferrari had been exempted from this obligation as they were already shareholders of the company. The consolidation in the hands of the Trust of bare ownership and voting rights would instead risk stumbling into the Dutch regulations on Takeover Bids, which require the launch of a bid if the 30% threshold is exceeded. A ceiling that, evidently, Exor and the Trust would automatically exceed by holding together 32% of the capital and 48% of the voting rights.