Ferretti’s board formally recommends that independent shareholders reject KKCG Maritime’s voluntary conditional partial offer. Independent financial adviser Altus Capital concludes that the €3.50 per share offer is “not fair and not reasonable”. The Independent Board Committee and the full board adopt that verdict, the latter concluding the offer “does not adequately reflect Ferretti’s value and is not in the best interest of the Company and the independent shareholders.”

Controlled by Czech billionaire Karel Komárek, KKCG Maritime is offering €3.50 per share (around HK$31.71) in cash for up to 52,132,861 shares, or 15.4 per cent of Ferretti’s issued share capital.

The €3.50 offer price is a discount to where Ferretti shares have been trading on both the Milan and Hong Kong exchanges in recent weeks, suggesting shareholders could achieve a better return by selling in the open market. Altus Capital assesses the price against comparable luxury companies and concludes that the implied valuation is low relative to peers. The partial structure of the offer compounds the concern: KKCG is seeking only up to 15.4 per cent of the company’s shares, meaning shareholders wishing to exit their position in full are unable to do so, leaving them holding stock in a company with a reduced free float and a thinner, more volatile market for their remaining shares.

Beyond pricing, the board raises concerns about the ownership configuration a successful offer would produce. The combination of Ferretti International Holding (FIH), Weichai Group’s wholly owned subsidiary and Ferretti’s controlling shareholder, at around 39.4 per cent and KKCG at a potential 29.9 per cent would create “a duopoly of significant shareholdings,” giving rise, the board warns, to “significant uncertainty in relation to the Company’s long-term business strategy and potentially resulting in boardroom stalemates.”
Altus further notes that KKCG has not been involved in Ferretti’s operations, has made no demonstrated contribution to its development and has not presented a clear industry-specific strategy.

The response also draws on KKCG’s conduct at previous investments. At Greek gaming company OPAP, KKCG launched a 2019 tender offer at the statutory minimum price, below market value; the majority of shareholders rejected it. KKCG subsequently used a five-year scrip dividend programme to cross the 50 per cent control threshold without paying any premium. In the ongoing Allwyn-OPAP merger, KKCG initially sought 85 per cent voting control on only 78.5 per cent economic interest through preference shares, a structure Citi described as “one of the main concerns for investors” and Eurobank Equities characterised as creating “asymmetries in economic rights and control.” KKCG withdrew the scheme following investor opposition.

Piero Ferrari, non-executive director, holds around 4.63 per cent of the company’s shares and abstains as required under Italian law, but indicates he intends to reject the offer in respect of all shares held by him. Chief executive Alberto Galassi also abstains, stating he considers it “more appropriate to remain neutral” and echoing the IFA’s concerns about the partial structure of the offer.

The acceptance period runs from 16 March to 13 April 2026. With the board, its financial adviser and Ferretti’s largest shareholder all on record against the offer, KKCG must now convince independent shareholders that €3.50 is worth accepting over the current open-market price.

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