Ferretti, Kkcg on the attack: 'Board of Directors influenced by non-independent directors'
'With respect to the takeover, they have an interest of their own' and do not act for the 'overall benefit of all shareholders'. Meanwhile, Weichai rose to 39.51 per cent
Key points
"The recommendations of Ferretti's board (of directors) and the Ibc (independent board committee) were influenced by members appointed by Fih (which holds the relative majority shares of the nautical group, ndr), who have their own interests as non-independent directors of Ferretti who, at the same time, hold top management positions within the Weichai group (which controls Fih, ndr)". Kkcg maritime, a Czech company that has launched a partial takeover bid on 15.4% of Ferretti shares, to rise from 14.5 to 29.9% of the capital, launches an attack against the indications given to the independent shareholders by the board and Ibc, in the light of the report presented by the advisor Altus capital. Indications that branded the offer as "not fair and reasonable", assessing the consideration as "not congruous from a financial point of view".
Words that did not please the company led by Czech entrepreneur Karel Komàrek, which, late last night (Ferretti is listed in both Milan and Hong Kong), issued a harsh note, signed by the bidder's financial advisors (Unicredit and Somerley). Among the various remarks contained in the document, it is pointed out that 'of the six directors who approved Ferretti's board resolution, four are non-independent members appointed by Fih, including the chairman. Similarly, of the five directors who made the recommendation on behalf of Ibc, three are non-independent members appointed by Fih, including the chairman. Three directors (Alberto Galassi, Piero Ferrari and Stefano Domenicali) abstained from commenting on the offer, as members of the board of Ferretti and/or the Ibc (as the case may be), for the reasons set out in the issuer's press release'.
Fih declared opposition to the bid
Since, Kkcg's note continues, 'Fih has publicly stated in its statement of 22 January 2026 its opposition to the offer, the non-independent directors appointed by Fih have a clear vested interest in the Ferretti board's and Ibc's recommendation regarding the offer'. Consequently, according to Kkcg, 'their positions reflect Fih's stated opposition to the offer, rather than an independent assessment of the offer in the overall interest of all shareholders'.
In addition to this consideration, Kkcg's note states, the negative recommendation made by Altus, 'does not consider relevant elements, refers to an inappropriate set of peers and does not adequately take into account the trading dynamics of the shares after the undisturbed date, including the purchase transactions made by Fih, Ferretti Group's main shareholder, which have significantly affected recent market prices in a context of low liquidity'.
"The consideration offered is fair"
According to Kkcg, 'the offer price of EUR 3.50 represents a premium of 21.3% over the official share price recorded on Euronext Milan on the undisturbed date (11 December 2025), a premium not contested by Altus'. This price, "also represents a significant premium over the volume-weighted average prices at 1, 3, 6 and 12 months up to the undisturbed date and the last trading day (16 January 2026), prior to the announcement by Kkcg maritime of the decision to promote the offer".
