Conad – BDC: when 1 euro is worth 225 million but the accounts and documents do not add up

Those who do not know the background should read: Auchan-Conad-Raffaele Mincione WHAT A STRANGE TRIANGULATION. About journalists, cooperatives and trade unions

…“The operation is conducted, as we said, through the company Bdc Italia: 51% Conad, 49% Mincione through his companies in Luxembourg.

The agreements provide, however, that after the division of the various outlets among Conad members Mincione will increase his share to 95% by acquiring 46% of Bdc Italia for the symbolic price of one euro. The problem is that at that point a good chunk of the initial assets are left in the special purpose vehicle.

Of the 88 properties 55 have been absorbed by the system but the other 33 are of no interest to Conad cooperatives. And they have a value that is not exactly marginal: 225.4 million, the appraisals say. Definitely a little more than that symbolic euro thanks to which Mincione would become the almost absolute owner of all the remainder

“the ministry warns Conad’s top management, for its chairman Mauro Lusetti, to arrange within 90 days for a ‘circumstantiated expert’s report’ entrusted to one or more professionals ‘in possession of the necessary requisites of third party and particularly qualified, even if chosen by common agreement with all the shareholders’. The choice fell on the tax lawyer Domenico Livio Trombone, future president of Coop Alleanza 3.0 (Conad’s internal competitor in the cooperative system) and the lawyer Pier Luigi Morara.

And on 20 November 2023, the two formulated a totally absolutory opinion on the transaction: ‘On the basis of the considerations (…) and in the absence of significant elements that have arisen after the sale, we believe a fortiori that there are no legally appreciable elements to contest the sale of 46% of Bdc Italia spa in order to obtain the recognition of a higher consideration (compared to the symbolic price of one euro, ed.

So an appraisal carried out by friends of friends is enough to ‘solve’ everything’?

It would be interesting to see the balance sheets but it seems they have never been filed. And so the names of the directors, the transfers of shares and the exact amount paid out by Auchan (to make Conad take it) are missing.

Thanks to Luigi Rubinelli.