Autostrade’s board faces the extraordinary prospect of battling the company’s own dissenting chief executive at a meeting called for Tuesday to approve the Italian toll road company’s €25bn ($31bn) merger with Abertis of Spain.
Last Monday both companies trumpeted a deal to form a pan-European infrastructure powerhouse, which would be better able to compete for global contracts. The merger had been endorsed by votes of both boards the previous day and Vito Gamberale, Autostrade’s chief executive, had backed the deal.
But it has now emerged that Mr Gamberale had not been informed of the progression of merger talks held between Abertis and the Benetton family, Autostrade’s main shareholders, until three days before the board vote.
Mr Gamberale says he voted in favour of the deal to avoid creating problems and that his doubts matured in the days that followed. He participated in press conferences to announce the merger, and his proposed new role as co-vice-chairman, but says he later became less convinced.
The Benettons, famous for the clothing company that bears their name, had been involved in a long courtship with Abertis and, people close to the talks say, had preferred to pursue some of the negotiations without Mr Gamberale.
The Benettons, who currently control the financing vehicle that owns a majority of Autostrade, are set to be the largest shareholder in the merged company.
The deal has been attacked by politicians in Italy from left and right amid concerns about the sale of important national infrastructure. Autostrade was privatised in 1999.
Romano Prodi, the incoming prime minister, has said he is looking at the deal while others in his new government, which has yet to take office, have complained that the deal should not have been done at this awkward political moment.
Although the deal was endorsed by the two companies’ boards last week, Abertis and Autostrade said a final approval would take place on Tuesday. Now Mr Gamberale, who has said he has hired people to help negotiate his resignation from Autostrade, has vowed to oppose the deal “above all in the interests of the country”.
The companies are portraying the deal as a merger of equals, although the headquarters will be in Barcelona and the first chief executive will be Spanish.
Analysts and financiers consider it unlikely that the Italian government could ruin the deal by, for example, altering Autostrade’s charging structure for motorway use, but rival bidders could be encouraged.
An alternative partner for Autostrade would have to outbid Abertis to change the Benettons’ mind.
Autostrade met Italy’s roads regulator on Friday to discuss assurances over future investment and the financial solidity of the new company.