On the eve of the extraordinary board of directors, Luigi Gubitosi writes to the directors. «I cannot be silent about the amazement generated by some positions taken; I allow myself, therefore, to summarize my thoughts »he writes in a long but lucid letter in which he recalls that the last word on the offer belongs to the shareholders. «The indication of interest sent on Friday 19 November by KKR concerns the launch of a public tender offer for both ordinary and savings shares. It is therefore obvious that the parties that could be affected are all the shareholders of our company. The recipient of a possible offer, therefore, is not the company but the shareholders who will decide independently how to behave. In this case, the Board of Directors must strictly abide by the rules, since it does not have an active role but must ensure transparency and correct information to the market. In particular, pursuant to current legislation, should the Offer be formalized, the Board of Directors must with total transparency allow the shareholders to evaluate the convenience of the Offer and the fairness of the price offered “. He then addresses the independent directors: “They have a fundamental role in that the Board, in due course, will have to issue a press release based on the work of the independent directors, which will contain an assessment of the effects that any success of the Offer may have on the interests of the company, on employment and on the location of production sites “. “In other words, the Board must act in the interest of all the Shareholders and to protect the market, that is, also of the minority shareholders, and of all the stakeholders (creditors, employees, etc. ..)”. Gubitosi recalls what happened last November 21 in the council.
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“The idea, aired by some directors not to include the price in the press release or not to specify the conditions set by KKR, or even the question about the advisability of issuing a press release, demonstrate the total lack of respect for the market that it can’t belong to Tim’s culture. ‘ “The same discussion among the last points on the agenda of tomorrow’s Board of Directors can give a sense of low priority”. And he concludes talking about himself: “The not too veiled accusations that have been made to me in relation to my alleged proximity to KKR, in addition to being totally out of place and false as I have repeatedly pointed out, must not be used instrumentally to slow down the process of examination of the indication of interest, an attempt from which I disassociate myself clearly “. This is how Gubitosi’s step back was born: “Our duty is to protect the interests of all our stakeholders, in particular the market, not to privilege individual positions and to act in strict compliance with the rules quickly to protect the stability of our society”.