Timeline and factual information of legal proceedings and other relevant news items.
At the company AGM Hitachi votes down the dividend distribution proposal made by the Hitachi-controlled board of Ansaldo STS. At the same AGM the new board of statutory auditors is elected: Elliott’s candidate is voted Chairman of this body, in line with minority protection rights in Italy.
11th May 2017
Elliott and Litespeed join Amber Capital in requesting the precautionary suspension of the EGM re: the removal of Mr. Bivona to the Court of Genoa. Ruling is expected in July.
10th May 2017
Ansaldo STS announces a poor set of Q1 2017 results. More than one year after Hitachi acquired the business no synergies between the businesses have been achieved, order intake remains subdued, no business plan has been presented to investors and the company’s management has not met with investors once.
28th April 2017
The OMFIF* publishes an article stressing Italy must protect minority shareholders (Lorenzo Codogno, London School of Economics and Political Science: Corporate governance is good, but enforcement is poor)
*Official Monetary and Financial Institutions Forum
17th April 2017
Litespeed management, a minority shareholder in Ansaldo STS, sends letter to Hitachi (view in English) requesting Hitachi urgently clarify matters relating to the Ansaldo STS transaction and raising serious corporate governance concerns.
20th March 2017
At Ansaldo STS’ EGM Hitachi votes to remove independent director Mr. Bivona from the board of directors. This is the first in Italian corporate governance that a controlling shareholders “fires” an independent board member elected by minorities.
19th January 2017
A letter written by Mr. Nakanishi to Mr. Bivona is published by Ansaldo STS. In the letter Mr. Nakanishi appears to be making a direct contradiction between statements made in a presentation entitled “Acquisition of European Companies for Global Expansion of Hitachi Rail Systems”, made to the Board of Directors of Hitachi Ltd on the 10th December 2014 and responses provided by Hitachi in private email correspondence with Mr. Giuseppe Bivona.
11th January 2017
Hitachi adds an action for liability to the agenda for the 19th January AGM. The action is against independent director Giuseppe Bivona appointed from the slate presented by the Elliott Funds with the overwhelming support of the vast majority of STS’ minority shareholders. At the request of minority shareholder Amber Capital, Ansaldo STS published a series of letters written by Mr. Bivona (available here) to Consob, the Board of STS, the Board of Statutory Auditors of STS and Borsa Italiana bringing to light an impressive and disconcerting series of alleged corporate governance issues at Ansaldo STS (a bullet point summary can be found here).
4th January 2017
Glass Lewis and ISS both publish reports recommending that shareholders vote AGAINST Hitachi's proposal to bring a corporate liability action against director Giuseppe Bivona. (view Glass Lewis report here).
3rd January 2017
Hitachi brings an action of responsibility against an independent Ansaldo STS director appointed by minority shareholders, accusing him of being “too diligent” (!) in carrying out his duties.
At the request of minority shareholder Amber Capital, Ansaldo STS published a series of letters written by Mr. Bivona to Consob (Italian market watchdog), the Board of STS, the Board of Statutory Auditors of STS and Borsa Italiana bringing to light an impressive and disconcerting series of alleged corporate governance issues at Ansaldo STS.
30th December 2016
Elliott writes to Collegio Sindacale of STS to verify i) whether Mr. De Benedictis fulfils the independence criteria required to be considered an independent board member and ii) if the bid committee is de-facto reducing the influence of the company’s independent directors and disempowering STS’ board in relation to examining prospective bids; and to investigate i) the circumstances in which Mr. Carassai and the company decided to part ways and ii) the reasons behind external auditors KPMG's resignation (view letter here).
23rd November 2016
KPMG, STS’s external auditors resign stating "it could be in a situation which could compromises its independence" one year after Hitachi acquired 40% of STS and two weeks after the resignation of the company CFO. (view press release here).
14th November 2016
Hitachi constitutes the Bid Committee* with STS. The Bid Committee is composed of three members, none of whom are independent and all of whom were proposed by Hitachi (Dormer, Barr, Mingay). Elliott considers that the Bid Committee may be another attempt at reducing the influence of the company’s independent directors, enabling Hitachi to run Ansaldo STS in the interests of Hitachi alone rather than in the interests of all shareholders. On the same day STS’s CFO, Mr. Carassai announces his resignation from the company. (see press release here).
*The Bid Committee was created as a Board sub-committee solely comprised of Hitachi appointed non independent directors with the aim to “evaluate and approve bids finalized to grant contracts for public and private sector customers, ranging from Eur 150 million to Eur 350 million per single transaction”. Bids up to Eur 150 million are of the competence of Ansaldo’s management team. In this way, almost the totality of Ansaldo’s STS bids are not examined by the Board annnd in particular by independent directors.
28th October 2016
Elliott writes to CONSOB asking the regulator to investigate Hitachi’s purchases of STS shares at the end of the MTO, indicating that such purchases were possibly negotiated and made before the Settlement date of the MTO and would qualify as a parallel offer at a higher price offered to selected investors.
21st July 2016
TAR hearing held for parties to argue their positions (where Elliott is appealing CONSOB’s decision, claiming Hitachi’s collusive behaviour should result in an offer to minorities of EUR15.00 per share). In line with expectations the matter has been referred to the European Court of Justice which is expected to reach a pronouncement in the second half of 2017.
19th July 2016
Elliott writes to CONSOB and to the Collegio Sindacale asking the market regulator to investigate matters including whether Mr. De Benedictis and Mr. Garraffo comply with the independence requirements, the formation of the new committees and the appointment of Mr. Barr as CEO of STS (view letter here).
14th June 2016
New CEO nominated.
24th May 2016
New Committees are formed.
16th May 2016
STS AGM held in Genoa. As expected, the new Board is made of nine directors, of which six were proposed by Hitachi and three by Elliott (view AGM Minutes here).
13th May 2016
The Court of Genoa rules against granting the injunction requested by the Elliott Funds.
11th May 2016
Elliott writes a letter to Collegio Sindacale, copying STS’s Board Members and CONSOB expressing various concerns regarding the management and governance of STS following the acquisition of c.51% by Hitachi Rail (view letter here).
9th April 2016
Elliott files an appeal to TAR claiming collusion to be much greater than EUR 32 million (or EUR 40 cents per share) as determined by CONSOB and asking for the annulment of CONSOB’s ruling (view here).
7th April 2016
The annual report of the Board of Statutory Auditors of STS ("Collegio Sindacale") is published (view here). Internal auditors highlight several events which occurred under Hitachi’s direction and mention a letter sent to CONSOB to highlight "the increasing difficulty in ensuring the correct functioning of the defences existing to protect the Corporate Governance structure".
29th March 2016
Elliott issues a press release stating that Hitachi’s purchase of STS shares for EUR 10.50 per share underlines that the offer at EUR 9.50 per share substantially undervalued the business (view letter here).
24th March 2016
Hitachi buys shares on the market for EUR 10.50 per share (view Notice here).
23rd March 2016
The MTO ends (view Final Results here).
21st March 2016
Italian financial police searched offices of Hitachi, Ansaldo STS and Finmeccanica in relation to the investigation of the Hitachi-Finmeccanica deal for the joint disposal of Breda and 40% controlling stake in Ansaldo STS.
17th March 2016
Hitachi announces a voluntary offer price increase from EUR 9.50 to EUR 9.68 for the STS tender offer, announcing that it reserves the right to vote against the proposal of the BoD to distribute the dividend of EUR 0.18 per share at the upcoming AGM. This was viewed by minority shareholders and the Italian press as an attempt by Hitachi to threaten STS shareholders to force them to tender their shares.
1st March 2016
Elliott issues a press release stating its intention not to tender its shares at the revised EUR 9.899 price per share mandated by CONSOB.
15th February 2016
CONSOB finds that the MTO price resulted from a collusion between Hitachi Rail and Finmeccanica; the CONSOB ruling stated that the joint disposal of the two assets meant that the acquisition of Breda for a positive value was subsidised by the acquisition of STS at a discount to fair value. In its document CONSOB quotes several times from a presentation of Hitachi to its board of directors made in December 2014 (view slides here, here and here). CONSOB orders Hitachi Rail to increase the price of the takeover bid by c. EUR 0.40c to EUR 9.899 (second time ever in Italy CONSOB has ruled for an increase in such a situation).
4th February 2016
Elliott issues a press release stating that in its opinion the offer at EUR 9.50 per share undervalues the business and reiterating the strategic merits of a combination of STS with Hitachi Rail.
1st February 2016
Issuer’s statement is published. The fairness opinion produced by Royal Bank of Canada for the independent board members of STS deems the EUR 9.50 per share Hitachi’s offer not fair. Four out of six independent board members vote against recommending Hitachi’s offer. The remaining two independent board members vote that the offer is "in a range of fairness" (view here). Consob asked for a clarification of this statement.
31st December 2015
The Offer Document is published.
9th December 2015
CONSOB approves the offer document. Offer Period to commence 4 Jan '16 and end 5 Feb '16.
5th December 2015
Amber Capital and Bluebell file with CONSOB, the Italian market regulator a request to investigate a collusion between Hitachi Rail and Finmeccanica.
10th November 2015
Elliott writes a letter (view here) to Hitachi congratulating it on the strategic merits of its intended acquisition of STS but voicing concerns regarding the packaged nature of the deal and encouraging Hitachi to engage in a constructive dialogue. Hitachi has not responded.
6th November 2015
The deal closes (view press release here).
2nd November 2015
Elliott write a letter to CONSOB highlighting concerns regarding the value attribution to STS and Breda in the context of the deal struck between Finmeccanica and Hitachi (view letter here).
30th October 2015
Finmeccanica and Hitachi sign binding agreements for the acquisition by Hitachi of c.40% of STS and 100% of Breda, excluding residual contracts and revamping activities (view press release here).
24th February 2015
In a presentation entitled "Acquisition of European Companies for Global Expansion of Hitachi Rail Systems", made to its Board of directors on 10th December 2014, Hitachi states: “Hitachi understands that if Tower’s [Finmeccanica/Leonardo] stake in Queen [STS] were subjected to an auction process as a stand-alone transaction, the price would be around €12 per share (compared with the offer price of €9.40 per share). This implies a discount with an absolute value of approximately €550m on the Queen Equity Value achievable by purchasing Bishop [Breda] as well” (view slides here).
From the same Hitachi presentation "In the event that Tower struggles to negotiate terms for the sale of Bishop, Tower's stake in Queen could be subject to an auction process as a stand-alone transaction. In such a case the price of Queen would be much higher than anticipated. To avoid such scenario, Hitachi needs to be flexible for a mutually acceptable position for the Bishop acquisition" (view slides here).