Philips sold over 12 percents to Agnelli family

Exor, the investment fund owned 53% by the Italian Agnelli family (Fiat), initially purchased nearly 3% of Philips, and last Sunday, through an investment bank, acquired over 12%. It’s a noteworthy transaction, particularly from Exor’s perspective.

The deal itself was a swift move, as spokespeople from Philips and Exor have indicated: “On Sunday, Exor signed the agreement with an investment bank that facilitated the necessary shares. The transaction involved an amount ranging from €2.3 to €2.5 billion. The total amount reported is €2.6 billion, which also includes the amount paid earlier for the 3% stake.”

By doing so, the parties conceal the paid price per share as well as the transaction details. The name of the investment bank remains undisclosed, as well as how Exor and the bank quietly built up a 15% stake until the announcement of the deal on Monday morning before the market opened.

According to Exor, this was achieved through a combination of purchases on the open market and the purchase from the involved investment bank. However, the acquisition itself took a significant eight to nine months.

“In late 2022,” Exor approached Philips, where Chairman Feike Sijbesma and CEO Roy Jakobs were the main points of contact, given the importance of partnering with a major investor to regain market confidence. Philips had experienced five quarters of declining revenue and profits.

“There were execution issues,” the spokesperson stated. After a €1.6 billion loss in 2022, Philips reported over €450 million in profit in the second quarter of 2023. Since November 2022, Philips has seen its stock price rise from a low point of €12 to around €20 currently.

“Purely public information”

In January, Jakobs presented his recovery plan while already engaging with Exor. Despite discussions with Philips’ top management, the company states that it shared “purely public information” with Exor. “And [Exor] performed their own due diligence based on that.”

This information also includes all the documents related to the legal cases against Philips, involving claims for damages caused by the apnea equipment and the recalled devices. “We are naturally aware of this case through the public statements that formed the basis for considerations before we made our investment. We are engaged with Philips for the long term, extending far beyond a single issue,” Exor states.

Philips emphasizes that Exor had been looking into Philips “much longer than a two-year period ago” to form an impression. Philips denies any possible hostile takeover and asserts that there were no other competing bidders. Major shareholders BlackRock (5.75 percent) and Artisan (5.13 percent) are said to have been unaware of the deal.

Exor is entitled to nominate one director who oversees Exor’s strategy under CEO John Elkann, the grandson of patriarch Gianni Agnelli (1921-2003): long-term growth under short-term financial discipline. “As with all our companies, we believe in talented leaders and their teams who execute plans and engage in an active dialogue with us about strategies and execution.”

Maximum of 20 percent

Although Philips claims to have treated Exor like any other shareholder, a Relationship Agreement has been signed. In it, Exor commits not to exceed a 20% stake. “This, like any investment, is related to matters such as portfolio concentration and other opportunities.”

Furthermore, Exor is not allowed to sell the stake to a bidder, competitor, activist, or other major shareholder without restriction. The director must also not dissent too much; otherwise, they might be excluded from meetings. Exor itself doesn’t perceive this as “relinquishing rights” and denies making any other arrangements beyond the Relationship Agreement.

The investment company has also agreed to the restriction of not directly investing in Philips’ competitors, a standard condition according to Exor and Philips. Currently, Exor has two holdings in the medical sector: 10% in the French Institut Merieux (biomedical diagnostics) and 45% in the Italian Lifenet (clinics).