Billionaire Agnellis Are Tempted by a Sack of French Cash

(Bloomberg Opinion) -- The billionaire Agnelli family is being tempted with the possibility of exiting the reinsurance industry with a sack of cash. Who wouldn’t succumb? The only question is whether the $9 billion approach for their PartnerRe business can be turned into a real deal, and what to do with the proceeds if a transaction happens.

French mutual insurer Covea has approached the Agnelli-controlled investment company, Milan-listed Exor NV, about buying Partner Re, Bloomberg News revealed this weekend. At the mooted price, a transaction would be at a roughly 50% premium to the business’s last reported tangible book value of $6.1 billion, but less than 20% above its valuation in Exor’s last annual results. That suggests the final price could be higher. Analysts at Bank of America Merrill Lynch reckon $10 billion would be fairer, noting that European peers trade at a 70% premium to tangible book value.

Such an exit would be a good outcome for the Agnellis. PartnerRe was acquired for $6.9 billion in early 2016. It’s hard to see how holding on could deliver the same payback in the near future. This is a specialized industry and PartnerRe’s future surely lies in teaming up within the sector, rather than staying within a diversified investment company.

Whether Covea is the appropriate partner remains to be seen. It’s not hard to guess what motivated its approach. Covea is a mutual insurer with stacks of excess capital and no shareholders to distribute it to. M&A is the natural means to put that financial resource to work. This partly drove a failed takeover approach for reinsurer Scor SE in 2018 — along with the risk that Scor, capitalized at 6.9 billion euros ($7.6 billion), might itself do a deal with PartnerRe.

Covea has no shareholders to object to it overpaying, but its board and regulators need to be sure of the strategic and financial logic of a jumbo acquisition. Its core business is conventional general insurance. Reinsurance would bring diversification, but also a fresh test for Chief Executive Officer Thierry Derez.

In normal times, Derez might get the benefit of the doubt. But the Scor debacle has left unfinished business. Scor is suing him for breach of trust (he was on the target’s board prior to the approach). The French insurance regulator has reportedly criticized the very public row. It has written to Covea seeking improvements to its governance, according to Les Echos. Covea rejects Scor’s allegations as groundless.

The French suitor’s ability to close any deal unchallenged is open to doubt, though. An all-share tie-up with Scor remains the obvious alternative for PartnerRe. That would be consistent with Exor’s strategy to make the group a more meaningful rival to the likes of industry giants Munich Re and Swiss Re AG.

Still, a generous cash deal would be preferable. It would be more likely to narrow the discount at which Exor shares trade relative to underlying asset value — slightly more than 20%, based on BAML estimates for 2019. The impending special dividend on Exor’s shares in Fiat Chrysler Automobiles NV following the carmaker’s combination with Peugeot SA won’t on its own move the group into a net cash position from its current 2.4 billion euros of net debt.

Markets may be expensive right now but that won’t last forever. Building a war chest for opportunistic dealmaking in other sectors makes sense for the Agnellis.

To contact the editor responsible for this story: James Boxell at jboxell@bloomberg.net

This column does not necessarily reflect the opinion of Bloomberg LP and its owners.

Chris Hughes is a Bloomberg Opinion columnist covering deals. He previously worked for Reuters Breakingviews, as well as the Financial Times and the Independent newspaper.

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