Belgium's largest company on verge of losing takeover war

Carlo de Benedetti, the Italian financier, appears to have won his battle for a controlling interest in Belgium's largest holding company. Two crucial decisions from the Brussels Commercial Court and the Banking Commission were made in his favor Feb 9. The Brussels Commercial Court blocked Soci'et'e G'en'erale de Belgique's ``poison pill'' capital increase of 12 million shares. The company had issued the shares in a hurried attempt to dilute the 18.6 percent acquired directly and indirectly by Mr. de Benedetti in mid-January. If it had been upheld, the new share issue would have knocked de Benedetti's holdings down to 11.2 percent.

Judge Jean-Louis Duplat's ruling keeps Soci'et'e G'en'erale's voting capital at 28.2 million shares, but the ruling is a temporary injunction and Soci'et'e G'en'erale will appeal the action in a case to be decided Feb. 26.

Also on Tuesday, the banking commission issued its opinion that de Benedetti could go ahead with his offer by buying an additional 15 percent of Soci'et'e G'en'erale.

The commission said the partial takeover bid must take place between Feb. 15 and March 4. This will bring deBenedetti's total to at least 33.6 percent and possibly as high as 47.6 percent.

Cerus, his French holding company, announced that ``friends'' had acquired 13 to 14 percent more of the shares since the takeover bid began.

Whatever the exact number of shares he holds, de Benedetti now has clear control over a company with worldwide interests in 1,267 companies.

De Benedetti had been fighting attempts not only by Soci'et'e G'en'erale to fend off the takeover, but also by other groups making counteroffers. The first to make itself known was a consortium hastily put together by Andr'e Leysen, president of Gevaert SA. He claims to own 27.5 percent of the company, enough to give him veto power.

But late Tuesday night de Benedetti issued a statement saying he had had a ``very frank'' meeting with Mr. Leysen. De Benedetti said he had agreed to work with the Belgian group as long as each group held an equal amount of shares. He added that this would also be on condition that ``principles of efficient management be established.''

During the three-week battle for control of Soci'et'e G'en'erale, the company's shares have been traded in unprecedented amounts. On Monday, 12 percent, or 3.4 million shares, traded hands. The price leaped more than 15 percent to close at 4,360 Belgian francs ($124). This is a 94 percent rise from the first day of trading this year, when shares closed at 2,250 francs.

More than 4 million shares, or 10 percent of Soci'et'e G'en'erale, were bought by a French group, Compagnie Financi`ere de Suez.

The group was originally believed to be a ``white knight,'' but after Tuesday's decisions, Suez is no longer considered a major player. When the dust settles, the traditional small shareholder will have been pushed aside.

Until recently, only 28 percent of Soci'et'e G'en'erale's capital was held by groups whose names were known to the board. The rest was spread out among hundreds of thousands of individuals, including a large stake - nobody will ever know how large - owned by Belgium's King Baudouin himself.

The affair has shaken Belgian political, financial, and industrial circles to its roots. At a press conference Monday, Leysen admitted that ``de Benedetti has changed something in Belgium.'' Before, business - and takeovers - were undertaken in a genteel, unhurried fashion. De Benedetti has yanked Belgian business kicking and screaming into the 21st century.

Elsewhere in Europe, financial and industrial circles have watched every twist and turn of the de Benedetti/Soci'et'e G'en'erale takeover battle. It is the first major takeover bid where the avowed aim of the buyer is to ``build the Europe of 1992.''