Benatti-Sorrell Feud Hits an Impasse Over FullSix

Marco Wants Control; Martin Won't Relinquish Media-Company Shares

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ROME (AdAge.com) -- Like divorcing spouses, each stubbornly refusing to surrender the house, Marco Benatti and Martin Sorrell are being forced into uncomfortable cohabitation.

Mr. Benatti and his former employer, Mr. Sorrell's WPP Group, are pursuing bitter lawsuits against one another, yet find themselves locked in an uneasy partnership as the two biggest shareholders in Italian media company FullSix.

Mr. Benatti has been trying to acquire control of FullSix, which would require WPP to tender its 26% share of the company. But so far it hasn't budged. After exercising some stock options, Mr. Benatti's stake in FullSix rose slightly this week to 44%. The share offer, which opened Feb. 27, continues until March 17.

The feud followed Mr. Benatti's firing Jan. 9 as Italy country manager for WPP and shows no sign of abating as the lawsuits fly. (WPP's suit charges that Mr. Benatti did not report a direct stake in MediaClub, a company acquired by the holding company, and funneled WPP clients to FullSix. Mr. Benatti is suing WPP and its chief executive for defamation of character.)

Control over FullSix has been one of the main proxy battles between the two former friends.

Legally obligated
Because his stake in FullSix topped 30% in January, Mr. Benatti was legally obligated to make an offer for all the outstanding shares in the company. But with public attention over the deal pushing prices for FullSix shares to nearly 10 euros ($12.15) in recent days, Mr. Benatti's offer of 8.14 euros ($9.89) per share is below the market price and so is unlikely to garner much attention.

Meanwhile, WPP is mum about its intentions for its stake in the company. Its share of FullSix has inched higher in recent weeks but is still short of the 30% level that would require it to also make a bid for the entire company.

"It looks like Benatti has the stronger hand, because even if he does nothing and he ends up with a 44% stake, he still has de facto control over the company," said Marco Maximilian Elser, CEO of Advicorp, a Rome-based institutional investment bank. "WPP, on the other hand, has to decide if it wants to sell its share, or get in a bidding war with Benatti, or just do nothing and end up being partners with him."

A spokesman for Consob, the Italian-stock-market regulator, warns not to rule out some dramatic development near March 17, the end of the tender offer. "I have seen enough of these offers to know that it's not unusual for more to happen in the last few hours of the offer than over all the previous weeks combined," he said.

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