Il Fatto Quotidiano rejects LMDV Media’s due diligence request for the takeover bid: no access to the accounts
Seif’s board of directors rejects the request for due diligence: the founders’ refusal means the 82.9 per cent threshold of voting rights required to exceed the 17 per cent shareholding cap cannot be reached
Even before the bid is made, the due diligence process has been blocked. The board of directors of Seif, the company that publishes *Il Fatto Quotidiano*, has denied Lmdv Media access to the company information required to prepare a potential takeover bid. The founding shareholders, who control the majority of the voting rights, have already stated that they will not sell. And without their shares, the board argues, the transaction cannot reach the threshold required to take effect.
This response thus brings to a close the first stage of the project announced by LMDV: an audit of the accounts – the so-called confirmatory due diligence – with a view to a possible voluntary offer for all shares, aimed at delisting the company from the stock exchange. A takeover bid has yet to be launched, therefore. However, it is already facing a decisive obstacle in the articles of association of the publishing company led by CEO Cinzia Monteverdi.
The mechanism revolves around two figures: 17 per cent and 82.9 per cent. The first is the statutory limit on the holding of Seif shares. The second is the proportion of voting capital which, as stated by the Board of Directors, must be reached in order for that restriction to lapse. Lmdv had specifically indicated that reaching 82.9 per cent was a condition for the validity of any offer. With the founders unwilling to participate, that threshold becomes, in the company’s own words, ‘impossible to achieve’.
The board’s reasoning is clear: if the bid, on the terms proposed and given the shareholders’ current stance, cannot go ahead, there is no reason to disclose the confidential documents to those intending to launch it.
But the closure of Seif goes beyond mere shareholding arithmetic. Lmdv, as Seif’s board of directors points out, is a competitor in the publishing sector. Allowing it access would mean sharing information on the company’s expertise and the digital and technological innovations it has developed, particularly in relation to publishing products and multimedia content. The board cites this risk as one of the reasons for its refusal.
