English
ItalianoMatteo Meneghello – Sole24Ore – 9 Luglio 2026
An operation that is “devoid of industrial logic and highly detrimental to Trevi, which is already an international champion and does not need ICOP. Trevi’s strength lies in its deep knowledge of regional markets and locally rooted expertise. The idea of creating a so-called national champion that goes abroad simply to plant an Italian flag is, in our view, misleading.”
Trevi CEO Giuseppe Caselli has reiterated his firm opposition to the voluntary public exchange offer (PEO) launched by ICOP.
“We were never contacted, approached or engaged in any discussion regarding this transaction,” Caselli stated. “The last interaction with ICOP dates back to late 2020 and, even then, it was an unstructured attempt to acquire Trevi.”
The offer announced by the Friuli-based company would involve a share-for-share transaction aimed at acquiring 100% of Trevi and subsequently delisting the company. Under the proposed terms, Trevi shareholders would receive 133 ICOP shares for every 1,000 Trevi shares tendered, implying a value of €4.163 per Trevi share.
“Perhaps the transaction is beneficial for ICOP, but not for our shareholders and not for Trevi’s future,” Caselli continued. “The two companies operate in largely overlapping sectors. ICOP generates most of its business in Italy, a market where the boost provided by the National Recovery and Resilience Plan (PNRR) is gradually coming to an end. Trevi, on the other hand, is a global contractor and an international champion with established operations not only across Europe, but also in North America, South America, Africa, APAC and the Middle East.“
“There are no tangible revenue synergies arising from such a combination. If anything, there is a risk that revenues could be reduced rather than enhanced. The idea that ICOP’s microtunnelling business could simply leverage Trevi’s international footprint through cross-selling is unrealistic. Market qualifications, technical credentials and local relationships cannot be improvised.”
According to Caselli, Trevi’s growth strategy remains firmly focused on its standalone development path and on the execution of the Group’s 2026-2029 Business Plan.
“We are looking at selective international opportunities, niche segments and specific geographies that can strengthen our core business. We have already identified four opportunities that fit this strategy,” he explained.
“As of today, I do not see any rationale for pursuing aggregations with major global contractors, let alone domestic operators. There is no industrial need to create a so-called national champion. That is, in our view, the wrong way of looking at the market. Our focus is to strengthen what we already do best.“
That prospect, namely the creation of an Italian “big player” (the sum of the revenues of Trevi and ICOP would lead to the creation of a company with a size comparable to that of the leading operators in the sector), was welcomed enthusiastically by several members of the Government (Trevi’s main shareholder is CDP, with a stake of around 21%), such as Federico Freni, Undersecretary of State at the Ministry of Economy and Finance.
“While Trevifin will formally express its position within the timeframe and procedures required by law,” Caselli said, “the Board of Directors has already unanimously concluded that the offer does not reflect either the value creation journey undertaken by the Company or its future prospects as outlined in the 2026-2029 Business Plan.“
“I have not spoken with the Undersecretary, but I remain available to explain — through facts, numbers and our history — why the combination of these two businesses is not capable of creating industrial value for shareholders.“
Regarding CDP, Caselli noted that the institution “has always supported the Company and has consistently demonstrated its ability to assess situations independently and professionally. Once it has gathered all the necessary information, it will reach its own conclusions.“
Reiterating that the offer is fundamentally flawed from an industrial perspective, Caselli also questioned its financial rationale.
“The transaction is clearly unbalanced. Looking only at revenues, Trevi would represent approximately 59% of the combined entity, while Trevi shareholders would receive only around 22% of the resulting group under the proposed exchange ratio.“
Caselli also highlighted concerns regarding the consideration offered to Trevi shareholders.
“The offer consists of ICOP shares, which currently trade on Euronext Growth Milan and are characterised by limited liquidity. One should ask why, in a sector where companies generally trade at 5x to 6x EBITDA, ICOP trades at around 11x EBITDA — a valuation more commonly associated with technology businesses.”
ICOP has announced its intention to pursue a transfer to the main regulated market, subject to shareholder approval at the meeting scheduled for 28 July.
Nevertheless, Caselli stressed that the offer, launched only days after Trevi successfully completed its €100 million rights issue and broader refinancing process, fails to recognise the Company’s true value.
“Our share price is undoubtedly undervalued and the journey we have undertaken over recent years demonstrates our ability to create value,” he concluded. “The price is ultimately a matter for shareholders. But beyond valuation, the proposed transaction simply does not stand up from an industrial standpoint.“
