Discussion Papers 21 January 2021 - CONSOB AND ITS ACTIVITIES
Issued the Discussion Paper "Le Opa in Italia dal 2007 al 2019: evidenze empiriche e spunti di discussione" which offer a photograph of the impact of the Takeover bids Directive on the Italian capital market by presenting an analysis of the takeover and exchange bids launched in Italy in the period between 2007 and 2019.
After a brief historical excursus on the genesis and evolution of the European and Italian Takeover bids regulation, the study focuses its recognition on the characteristics of the subjects participating in the bids and the consultants who assist them; on the purposes for which takeover bids are launched in Italy, with particular attention to the phenomenon of delisting; on the premiums of the bids, the acceptance rates and the market performance of the target companies.
The survey, based on a proprietary database of more than 20,000 data, while covering all the bids launched during the period, focuses particularly on share bids. In this regard, it emerges that less than half of the bids on shares are related to changes in control and that only a narrow minority are classifiable as hostile takeovers. In most cases, the bids provided for a delisting program, both as its own purpose (voluntary bids to withdraw from listings promoted by the controlling shareholder) and as an objective "associated" with the change of control. The data show a recent growth trend in the incidence of delisting, which has increased from 50% to 90% over the last 5 years of analysis. These figures seem interesting not only in terms of absolute value but also in view, on the one hand, of the increased average size of the companies revoked, and, on the other, of the fact that this propensity to delist occurred in a non-bearish market phase. The average premium paid to shareholders is approximately 13%, with higher values in the bids aimed at a business combination and voluntary bids. The returns, both absolute and relative to the index, of the shares offered show negative values on average. In particular, the excess return is -5.9% in the following 12 months and -6.9% after 3 years. By differentiating the results according to the voluntary/mandatory nature of the bids, it should be noted that all ex-post return configurations are significantly lower in the case of mandatory bids.
Without claiming to draw policy considerations or prospects for reform of the current regulation, the study proposes an analytical and objective framework that leaves available to scholars, regulators, market operators, evidence potentially suitable for generating future research contributions.
Discussion Paper (only Italian version at the moment)