Ferretti Board Recommends Against KKCG Partial Offer
This is a report from the Shandong Office of Hong Kong Business Daily. Ferretti S.p.A. has recommended shareholders reject KKCG's voluntary conditional partial offer. Its Independent Financial Adviser concluded that the €3.50 per share offer is "not fair and not reasonable" for independent shareholders, citing unattractive valuation and structural limitations. Ferretti's Independent Board Committee and Board also concurred and advised independent shareholders not to accept the Offer.
HONG KONG, March 13, 2026 /PRNewswire/ -- The board of Italian luxury yacht maker Ferretti Group on Friday recommended that independent shareholders not to accept a voluntary partial takeover bid by Czech investment group KKCG, in a response document published on 13 March 2026.
KKCG Maritime S.A., controlled by Czech billionaire Karel Komárek, is offering €3.50 per share (approximately HK$31.71) in cash for up to 52,132,861 shares, or 15.4% of Ferretti's issued share capital. The acceptance period runs from 16 March to 13 April 2026.
Board, IBC and IFA Unanimously Recommend Rejection
The rejection followed a three-tier review process required under Hong Kong and Italian regulatory frameworks: Independent Financial Adviser (Altus Capital) concluded that the offer, including the consideration, is "not attractive" and "not fair and not reasonable" so far as independent shareholders are concerned, and recommended the IBC to advise independent shareholders not to accept the offer. Independent Board Committee (IBC) concurred with Altus and concluded that the offer is "not fair and not reasonable", recommending that independent shareholders not accept. Board of Directors agreed with and adopted the assessments of both the IBC and Altus, concluding that the offer does not adequately reflect Ferretti's value and is not in the best interest of the Company and the independent shareholders.
Valuation and Structural Concerns
Altus Capital said the offer price, while at a premium to historical averages, stands at a discount to recent market prices on both exchanges. The implied EV/EBITDA ratio of 5.3 times compares unfavourably to yacht industry peers and a broader panel of luxury brand comparables. Altus also noted the partial nature of the offer as a fundamental structural weakness, as it denies shareholders a full exit while leaving them exposed to reduced liquidity and greater price volatility.
Governance and Strategic Uncertainty
Beyond pricing, the Board warned that the offer could create a duopoly of significant shareholdings (with FIH at approximately 39.4% and KKCG at 29.9%), giving rise to significant uncertainty in relation to the Company's long-term business strategy and potentially resulting in boardroom stalemates.
Altus further noted that KKCG has not been involved in the group's operations, has made no demonstrated contribution to its development, and has not presented a clear industry-specific strategy for the luxury yacht business.
Offer Background and Company Trajectory
KKCG announced the voluntary partial offer earlier this year as part of an effort to build a strategic stake in the Italian yacht maker, and seek to have its proposed nominees to be elected to the board. KKCG has a track record of controversial conduct toward minority shareholders at other listed companies. At Greek gaming company OPAP S.A., KKCG launched a 2019 tender offer at the statutory minimum price below market value, which the majority of shareholders rejected, and subsequently used a five-year scrip dividend programme to cross the 50% control threshold without paying any premium. In the ongoing Allwyn-OPAP merger, KKCG initially sought 85% voting control on only 78.5% economic interest through preference shares; according to Athens Times (19 December 2025), Citi called this "one of the main concerns for investors" and Eurobank Equities described it as creating "asymmetries in economic rights and control", ultimately forcing KKCG to withdraw the scheme after investor backlash.
Ferretti, meanwhile, has undergone significant development over the past decade. Weichai Group became Ferretti's controlling shareholder in 2012 as a long-term strategic investor, and over the following years the company returned to profitability, expanded its global market presence and completed listings in Hong Kong in 2022 and Milan in 2023.
For the year ended 31 December 2025, Ferretti reported net revenue of approximately €1,231.7 million, up 5.0% year-on-year, with net profit of approximately €90.1 million and an order backlog of approximately €1,715.7 million.
Board Voting and Abstentions
The response document was approved at a board meeting on 12 March 2026. Mr. Piero Ferrari, non-executive director, who indirectly and directly holds approximately 4.63% of the Company's shares, abstained as required under Italian law. Mr. Ferrari has indicated that he intends to reject the Offer in respect of all the shares held by him.
Mr. Alberto Galassi, chief executive officer and executive director, also abstained, noting that accepting shareholders would only sell part of their holdings while remaining exposed to the company, echoing concerns raised by the IFA, and said he considered it more appropriate to remain neutral. Independent non-executive director Stefano Domenicali was absent from the meeting due to other commitments.
SOURCE Shandong Office of Hong Kong Business Daily
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