Belgian takeover battle: more? De Benedetti vows a `major role' in Soci'et'e G'en'erale

Carlo de Benedetti may have lost his battle to gain full control of Belgium's giant holding company, Soci'et'e G'en'erale de Belgique, but the Italian entrepreneur has not surrendered the war. ``Nobody can ignore the fact that sooner or later, in a week, a month, six months, or a year, my associates and myself will play the major role due to us,'' Mr. deBenedetti told shareholders last week, after he failed to win a seat on Soci'et'e G'en'erale's board.

Spokesmen for the rival Franco-Belgian camp, which includes the French financial holding group Suez, did not disagree. G`erard Worms, a Suez director, told journalists that deBenedetti would have a seat on the board if he wanted it.

Philippe Bodson, president of the Belgian Employers' Federation, added that ``there is no question of leaving deBenedetti out.''

Mr. Bodson paid tribute to deBenedetti's abilities as an industrialist. He said it would be much better to have the Italian ``sitting around the same table rather than opposite us.''

The three-month-long battle for the company that indirectly controls one-third of Belgium's economy has had no parallel in recent European business history. It probably would not have gotten so out of hand in any other European country. But, as Soci'et'e G'en'erale governor Ren'e Lamy told the assembled shareholders, Belgium has no ``adequate'' legislation to ``ensure an elementary transparency in the market.''

Belgium also has had no government since an ineffectual election last Dec. 13. So, unlike France and Britain, where the government often steps in to protect nationally important industries, no such move has been made in Belgium.

The bitter battle for Soci'et'e G'en'erale began Jan. 17 when deBenedetti told Mr. Lamy that he had directly and indirectly acquired 18.7 percent of the company's shares and intended to make a public offer to take his total stake to 25 percent. In a desperate attempt to dilute deBenedetti's holding, Soci'et'e G'en'erale issued a 12 million-share ``poison pill'' issue.

The legality of this poison pill is still in dispute. De Benedetti had won two court rulings in his favor. But the company has won an appeal, and deBenedetti has filed a counterappeal. The nominal owner of these new shares is a Soci'et'e G'en'erale subsidiary, Sodecom. In deference to the murky legal situation, Sodecom voted only 2 million of those shares at last week's meeting.

Andr'e Leysen, chairman of Gevaert, a Belgian company that had been part of the deBenedetti group, claims his company has purchasing rights on the remaining 10 million shares.

De Benedetti's January move drew the attention of other European businessmen to the Belgian holding company. They also began to buy shares. This sent the company's stock soaring to more than 9,000 Belgian francs ($257), a 300 percent rise from the first day of trading this year, when shares closed at 2,250 francs. On two occasions, the Brussels Stock Exchange took the shares off the market.

Despite last-minute negotiations, the deBenedetti and Suez groups reportedly could not agree on the future composition of Soci'et'e G'en'erale's executive council, to be in charge of the company's management strategy.

Voting on the key issue of who should be elected to an executive board reflected the split between the two groups. The deBenedetti group holds 47.01 percent of the company.

The rival Franco-Belgian group, led by Suez, holds 50.7 percent, and it made a clean sweep, getting all 12 of its nom-inees on the board of directors. The 12 men won an average 17.7 million votes each, needing only 16 million to get a majority. DeBenedetti and his follow-ers, Andr'e and Pierre Scohier, won an average 14.2 million votes.

Because the computer that was supposed to count the votes in 15 minutes broke down, they had to be counted by hand, a process that took more than three hours.

Despite his defeat, deBenedetti is unlikely to give up the battle now. His consortium has reportedly sunk at least $1.7 billion into the affair, while the Suez group has invested about $1 billion.