Masi Agricola toward change of bylaws: will be “Benefit Company”, but still clash with Renzo Rosso

The rifts continue between Masi Agricola, a company that is among the leaders in Italian wine and Valpolicella, listed in Euronext Growth Milan, whose majority is in the hands of brothers Sandro, Bruno and Mario Boscaini, with a 24.49% share each, and Renzo Rosso’s Red Circle Investments, which holds 10% (while 7.56% is in the hands of Fondazione Enpaia, and 8.86% on the market). Masi announced on February 16, 2024, that it had held “the Board of Directors of the Company convening the shareholders’ meeting, in extraordinary session, in a single call for March 4, 2024 (“Shareholders’ Meeting”), to deliberate on certain amendments to Masi's bylaws (“Bylaws”). The proposed changes fit into the sustainability project developed by the company, strengthening it with more efficient governance system in line with the best international standards (“Masi Green Governance Project” or “MGG”)”. But, in addition to the proposed changes, the Board of Directors, in view of the change of the bylaws to the “Benefit Company”, also set the terms and value of withdrawal (at 4.48 euros per share) for shareholders who would not accept this change, but also “resolved to appoint a board of experts in civil and commercial law to evaluate possible actions against Renzo Rosso and the companies related to him Red Circle srl and Brave Wine Società Agricola srl, as well as additional individuals to be identified, who, in the opinion of the company itself, have initiated a smear campaign (including through judicial applications and unfounded statements) preordained solely to the pursuit of a structured paradigm aimed at destabilizing extra-social objectives, with serious damage also to the image, prestige and reputation of Masi Agricola Spa”, a note states. “Red Circle Investments, together with Renzo Rosso and Brave Wine Società Agricola, firmly contest the content of the press release issued on February 16, 2024 by Masi Agricola in which they are accused of having put in place “a smear campaign (including through judicial applications and unfounded statements) preordained solely to the pursuit of a structured paradigm aimed at destabilizing extra-social objectives”, reads a reply released today. “Red Circle Investments has simply exercised its rights as a shareholder, which Masi Agricola has violated on numerous occasions and would like to undermine also through the proposed amendment to the bylaws that is the subject of the shareholders’ meeting convened for March 4, 2024. In order to protect its social rights, Red Circle Investments has always used the tools provided by the law, formulating in court (the appropriate venue) serious, precise and documented objections regarding the flaws in Masi’s financial statements as of December 31, 2022 and the abuse of majority control carried out by Masi Agricola with the resolution to revoke the directors and auditor drawn from the Red Circle Investments list. Both charges are currently before the Court of Venice”. With an affair that, therefore, goes on in heated tones on both sides.