Engineering firm Trevi – Finanziaria Industriale (Trevi) has reached a turning point in its corporate battle as its board of directors reviewed an improved €5.165 per share cash takeover bid from rival infrastructure giant Webuild (BIT: WBD), marking the target company’s first official non-rejection of the offer.
Trevi Board Shifts Stance on Improved Takeover
- The Offer: Webuild raised its total public tender offer (OPA) price to €5.165 per share in cash following strategic market block acquisitions.
- Board Reception: The Trevi board of directors acknowledged that the new price sits within its previously established valuation fairness range, albeit on the lower boundary.
- Control Shift: Webuild has expanded its stake to roughly 27.86% of the voting capital, displacing CDP Equity as the primary shareholder and forcing a request for bank covenant waivers.
The Path to 27.86 Percent Ownership
The corporate maneuvering accelerated when Webuild lowered its minimum threshold condition from 66.7% to 50% plus one share, according to disclosures tracked by Milano Finanza. Shortly after adjusting the threshold, the firm secured a 13.916% stake from Praude Asset Management Limited at €5.165 per share. Under Italian market regulations, paying that rate triggered an automatic price adjustment, elevating the baseline OPA offer from its original €4.50 to match the higher acquisition price for all participating shareholders.
Subsequent market purchases executed through Intermonte Sim pushed Webuild’s aggregate holding to 18,271,008 ordinary shares. This total represents approximately 27.86% of the subsurface engineering firm’s voting capital, as reported by Il Sole 24 ORE. Crossing this ownership threshold effectively ended CDP Equity‘s run as the dominant shareholder in the Cesena-based engineering company.
| Shareholder / Bidder | Stake Percentage | Acquisition Price per Share |
|---|---|---|
| Webuild (BIT: WBD) | 27.86% | €5.165 |
| Praude Asset Management | 13.916% (Sold to Webuild) | €5.165 |
| CDP Equity | Previous Majority Holder | N/A |
Trevi Seeks Banking Waivers to Protect Debt Structure
With corporate control dynamics shifting rapidly away from state-backed entities, Trevi moved quickly to protect its debt structure. The company announced it transmitted a formal request to its lending institutions via the agent bank for a waiver regarding change-of-control covenants, as detailed by Borsa Italiana. These clauses would otherwise allow banks to demand immediate loan remediation following the departure of CDP Equity from the top shareholder slot.
Meanwhile, the parallel takeover battle continues to generate friction among competing suitors. Friuli-based engineering rival Icop filed a formal complaint with market watchdog CONSOB regarding Webuild‘s communication strategy and press campaigns, according to reporting by La Stampa. Icop—which launched its own competing exchange offer (OPS)—argued that promotional messaging from Pietro Salini‘s construction group mischaracterized the implied valuation of rival proposals.
Board Notes Cash Consideration Fits Lower Valuation Tier
The Trevi board noted that while the €5.165 per share cash consideration fits inside the company’s internal fairness opinion metrics, it occupies the lower tier of those valuations. The board emphasized in its updated filing that this assessment does not constitute a formal recommendation for shareholders to accept or reject the tender offer, leaving final decisions entirely in the hands of individual investors.
As regulatory scrutiny from CONSOB persists over competing bids and disclosures, market participants are monitoring how institutional holders respond to the adjusted cash threshold before the offer period concludes.
