MV Agusta – Is the media fair and accurate?

By Johann Foo

F4CC Claudio Castiglioni

F4CC Claudio Castiglioni

Just when the people running the show at Proton would wish the name MV Agusta (“MVA”) will stay buried forever it raises its ugly head yet again.

This time we have our former Prime Minister, Tun Dr Mahathir, jumping on the news via his blog and claiming vindication for their decision to foray into MVA. Needless to say, Tun’s comments were reported by Malaysiakini verbatim when they updated their report entitled “MV Agusta – Proton sells for RM5, Harley buys for RM350 million”.

When we talk about a fair media, it must also extend to the online media; bloggers and online news portals, especially an outfit like Malaysiakini that many regard as anti-government. People generally see the mainstream boys as the guilty of bias and, quite frankly, there is not much to disagree over this popular view. But are Malaysiakini and Tun Mahathir playing by the rules we believe in?

Mislead by Numbers

This is what the great Tun said in his blog: “Some months ago Husqvarna, a division of MVA which manufactures scrambler sporty off-road motorcycles was sold to a German company, BMW for 90 million euro (RM450 million). Now the rest of MVA has been bought by Harley-Davidson Motor Cycles of the United States for RM350 million.” Tun further argued that Proton has lost approximately RM800 million by selling Agusta for only RM5. “The buyer (GEVI Spa) invested one euro and made 160 million euro,” he said. Malaysiakini offers no challenge to these figures presumably because it is in tandem with their original headline. Tun’s comments serve their agenda.

As it turns out both the Malaysiakini headline and Tun’s comments are deliberately misleading because they are not really comparing like with like and they should know better.

Details on the earlier BMW deal for the Husqvarna brand have been rather sketchy. While the ball park 90 million Euros is the figure that has been widely reported, the ‘construction’ of the deal in terms of what went to the owners and what was assumed debt is unknown. Tun Mahathir simply assumes the entire 90 million Euros had gone to the owners. It is unlikely to be that way because we know from this latest deal, MVA is still debt laden and it is highly improbable that the banks would agree to a deal that sees the Castiglione family enjoying the cake exclusively.

This latest deal is a lot more transparent. Of the total consideration of US 109 million, we know from the Associated Press report (and reflected in Malaysiakini) that the figure includes US70 million of MVA’s existing bank debt assumed by Harley-Davidson. In other words, the owners got the difference of USD39 million and not the entire US109 million. Tun Mahathir and Malaysiakini would want you to think it was the larger sum.

So what is the point of my argument?

Well, US39 million is still RM125 million more than one Euro but it is rather disingenuous to say that Proton had lost RM800 million by simply lumping in assumed debt when it suits the agenda.

We know that from Proton’s press release on June 16, 2006 that the company would have been subjected to a potential liability of RM923 million if MVA had gone into bankruptcy ( see  bernama news) ). This was the existing debt incurred by MVA well before Proton set foot in Italy and which Proton was happy to shoulder entirely with just 57.7% of the company. The Castiglione family, which still owned the bulk of the remaining shares, was home free. I suppose Proton had no choice but to grandfather the debts or the company would not have the ‘prized’ 57.7%.

GEVI Spa, in buying Proton’s stake, assumed the responsibility for the debts. It would of course be farcical to add the debt to the one Euro received by Proton and call that the sale consideration but that’s exactly what Malaysiakini and Tun Mahathir are both doing when it helps to cast the Proton management in poor light.

Why did Proton acquire the interest in MVA?

There was much talk about operational synergies prior to the acquisition but show me just one mainstream paper that had asked what Proton could have learned from a motorcycle manufacturer to help it make better cars. Indeed what could Proton learn from MVA that it could not learn from Mitsubishi and Lotus?

In Proton’s June 16, 2006 press release, the company poured cold water on the idea of synergies. Tengku Mahaleel and Tun Mahathir would beg to differ of course.

Not many knew (and Proton kept silent on the issue) that MVA had been under temporary receivership since 14 November, 2002 and that the receivership proceedings were terminated in mid November 2004 only because of Proton’s infusion of the 70 million Euros (RM368 million) – see the forum here. And that wasn’t all because in FY2006 Proton made a provision for RM136 million, bringing the total amount to the figure of RM504 million mentioned earlier. I believe this represented the amount of working capital that was pumped into the company to keep it afloat after the acquisition. Credit Suisse also observed that MVA would need continuing financial support and they are probably talking in excess of RM100 million if the FY2006 figure is a yardstick to apply.

So what was the turnaround plan for MVA? Was there any viable plan? Do not forget the company had great brands which we now see are worth millions. Tun Mahathir and Tengku Mahaleel could both see the value and they deserve credit for this. But what made them think that Proton, already struggling in their own backyard in their car business , could turnaround MVA when even the Italian family could not? And they surely know more about motorcycles than both these Malaysians.

Also, where was the Chairman of Proton when the deal unfolded? Datuk Azlan Hashim was a senior partner of Azman Wong Salleh & Co., a large local accounting firm. As a seasoned accountant, why couldn’t he see the cash demands on Proton and the poor balance sheet of MVA? Why did the board approve the deal to purchase the 57.7% stake when it would be sucking so much cash out of Proton? What do they do during board meetings?

So why did Proton dispose of MVA so soon after the acquisition?

I believe the answer lies in the report by Credit Suisse.

This adviser stated in their report that the future for MVA was not looking bright. Well, MVA hung on to dear life, long enough for Claudio to sell the brands at good prices and end up with more money in the pocket for the Castiglioni family and perhaps finally free from enormous debts. But remember that this was made possible by the incredible gift of at least RM504 million from Proton.

Hindsight is of course a wonderful thing, so now Tun Mahathir thinks the ACA should investigate the role of Credit Suisse who was paid a huge consultancy fee to advise Proton’s management who executed the sale.

Tengku Mahaleel’s contract was not renewed so we will never know whether he could be as savvy as Claudio. The cynical might even ask what the real reason behind his sacking was if he was so worldly and wise.

Now, what could the board do when they have such a bleak report from their highly paid and well known adviser? To hang tough would require people with nerves of steel. Claudio may well be a truly savvy guy, but what could he really do but wait, especially when proton had effectively gifted his family RM504 million? The situation in Proton was different; people had jobs and rear ends to safeguard. So sell and hang the decision on the adviser.

Who is behind GEVI spa?

A reader at the People’s Parliament, MFZ, thinks that GEVI Spa is a front for good old Claudio. He does not say why but I would tend to agree with him.

I share this view because Proton’s initial outlay of 70 million Euros (RM368 million) was for a new issue of shares such that Proton owned 57.7% of the enlarged shared of MV Agusta. In Malaysiakini’s report (quoting the Associated Press), it is stated that “MV Agusta is privately held, and the Castiglioni family owns 95 percent of its shares.” The only way for the family to own 95% of MV Agusta is that the shares previously held by Proton are now in their hands. Thus, based on this reasoning, I believe that Claudio Castiglioni bought back the company for nothing after Proton had gifted him at least RM504 million. What a charmed life!

So many questions deserve a proper answer. It is events like this that I wish we have a freedom of information act so the people know who to extract blood from.

If you believe freedom of information is good for the nation, please visit and endorse the 2008 Memorandum on Media Freedom.


17 Responses to MV Agusta – Is the media fair and accurate?

  1. aliasmz says:

    Who”s Behind Gevi Spa…it’s really intereting to assume…..maybe khairy…

  2. campur as says:

    Shouldn’t Proton be releasing a statement explaining their action, instead of you?

    We call this continous disclosure in accounting

    campur as,

    Yes, it will be useful if Proton reveal all particularly why they went into MVA, what made them beat such a hasty retreat. Why couldn’t a board that is supposed to be composed of wise people see the problems? Do you think the board will want to reveal their shortcomings?

    Those who care about the issue and the consequent waste of taxpayers’ money can only form opinions based on the information that is available.

    If there is ‘continous disclosure in accounting’, why aren’t the statutory auditors making sure relevant information is disclosed?


  3. Hoppoe Z says:

    Johan Foo,

    At last someone who had given some deep though over the matter.
    I could not have said it better; but politics is politics.

    Point well made in Mahaleel case. Strange how it is that Che Det is saying some very unprofessional comments when a professional accounting corporate man would not say.

  4. wudan says:

    Hi johan,

    Allow me to hazard a guess who Gevi is?

    I just hope it was not the conspiratorial nut that told Che Det that Gevi is an unknown and have shady people behind it. Memang Gevi is not an automotive company and unlisted but it sure ain’t unknown and have somebody mysterious behind it.

    Well, Gevi SpA is an investment holding company, it is the private equity division of one of Italy’s oldest and most established banks, Banca Carige.

    If you have deal to make in Italy, just google ‘Gruppo Banca Carige’, if you need their advise.


    Your information om Gevi Spa is consistent with the news reports when they purchased Proton’s stake in MVA. On 5 June, 2006, (a Dunn & Bradstreet company) reported that:
    “The buyer of Proton’s 57.75 percent of MV Agusta, Gevi SpA, is reportedly an investment branch of the Genoa-based Carige Bank Group. The family of MV Agusta President Claudio Castiglioni continues to own 37.25 percent of the company, joined by Electrolux’s 3 percent and Massimo Tamburini’s 2 percent.”

    It is highly probable that Gevi was a mere front for Claudio Castiglioni. The maths work out perfectly; 57.75% + 37.25% = 95%, exactly the level of ownership by Castiglioni as reported by the Associated Press!

    Frankly, I very much doubt the lead creditors of MVA, who had Proton by the balls because of the corporate guarantee, would want to switch horses unless the new ‘grandfather’ was a highly bankable group, like Gruppo Banca Carige.

    Gevi Spa will of course be handsomely rewarded out of the proceeds of any deal on MVA. That is the nature of their venture business; high risks compensated by high rewards. I bet even they will lay an egg sometimes but, overall, they are highly skilled and savvy as these deals with BMW and Harley-Davidson demonstrate. Proton do not have such people. They run to advisers who teld them to better run.

    Do not forget, as mentioned in my article, that Proton had done them an enormous favour by ‘gifting’ them at least RM504 million. Thus the decision by Gevi to step in was probably made easier.

    I am surprised no board member of Proton had to pay a price for this diabolical episode.


  5. […] contrast, see how we are wasting funds: here’s another look at the sale of MV Agusta on the Benar […]

  6. wudan says:


    At least we have established who Gevi is and who owns Gevi.

    That was my first impression too that Gevi was a mere front for Castiglioni when I read about the Harley Davidson announcenment. I am sure Castiglioni knows all the banker in Italy and they will do a deal if it is sweet.

    Well, when Castiglioni sold 57.75% of MVA to Proton, he still owns 37.25% and the balance held by Massimo Tamburini and Eletrolux. and when Gevi acquired the 57.75% shares on 26 May 2006. Inter alia, the salient terms of the Agreement are; Gevi will assume these liabilities

    (a) Restructured Frozen Debts amounting to EUR 106.94 million,
    (b) Working Capital requirements amounting to EUR 32.50 million.

  7. wudan says:

    We can conclude a few things from here.

    After singking EUR 70 million and assuming the liabilities for the Restructured Frozen Debts amounting to EUR 106.94 million and further working capital requirements, by end of 2005, MVA still require more working capital funding.

    At this point, the decision is actually quite simple. Sell MVA or continue funding it until MVA returns to profitability. We know the decision and Proton’s loss, like you put it, is at least RM504 million.

    For the benefit of your readers, Gevi did not buy 57.75% of MVA for one EUR. It cost them EUR 139.44 million (106.94 + 32.50) plus one Euro.

    With this information, if Proton did not sell MVA, then it may have to pump in EUR 32.50 million for 2006 operations. Start paying the Rectructured Frozen Debts. While they are doing that, the EURO have appreciated to 5.13

  8. wudan says:

    I want to share this article with you and your readers.

    Alan Cathcart wrote in Motorcycle Sport & Leisure magazine in early 2008

    …. According to Italy’s leading financial paper II Sole 24 Ore, MV Agusta’s 2007 balance sheet showed a EUR 34.47 million net loss on a turnover of EUR 141.3 million – a situation which the sale of its Husqvarna dirtbike subsidiary for a reported EUR 92 million, was supposed to have helped redress. However, Gevi is understood to have pocketed the entire sales proceeds of this sale, a move which it may be presumed greatly dismayed MV Agusta president Claudio Castiglioni, whose family continues to own 37.25% of the company’s equity, alongside legendary designer Massimo Tamburini’s 2% and the 3 % balance still held by Swedish conglomerate Eletrolux, former owners of Husqvarna motorcycles. Castiglioni is understood to have believed that, in return for negotiating the sale of Husqvarna with BMW, a substantial proportion of the net proceeds would be reinvested in MV, to fund the development of several new models as part of the Company’s 2008-2013 business plan. These include the next generation replacement for MV’s 10 years old F4 model line-up and a new three cyclinder line-up which Massimo Tamburini has already design, and a range of Cagiva single to be manufactured in India by Kinetic. But with the cash to pay suppliers running out, MVA has again stopped production of its F4 1000 sportsbike range, while Castiglioni seeks to hatch the latest in his line of rescue plans for the marque ”.

    Let’s asked a hypothetical question. What would have Proton done face with this situation by 2007? Continue bleeding hard EURO or do a “GEVI”?


    Thank you for bringing our attention to this article.It blends in very well with our understanding of the situation at MVA.

    As I noted in my article, the working capital requirements by MVA in FY2007 is likely to be in excess of RM100 if the amount written off in FY 2006 (RM136 million) may be used as a guide. The information you provided means the figure would have been in the region of RM160 million.

    Like I said, the Proton board must have had nightmares over this funding and if Proton had not sold, the net loss of Euro 34.5 million (about RM175 million) would have to be included in the consolidated loss of the Proton for FY2007. That would have been difficult to explain to shareholders and the public. People will ask what investment strategy is at work in Proton to purchase a company that makes huge losses after the acquisition. Besides, the accounting standards will require disclosure of the contingent liabilities as well and thus the incredulous questions on why Proton had issued a guarantee for the debts of MVA incurred in the past for just 57.75% control. The actions of the board members are difficult to explain. What were they doing? Alas, it would seem that Tengku Mahaleel will remain the only scapegoat in this saga. Not that he does not deserve to be booted out.

    In my reply to an earlier comment you made, I said that Gevi will be handsomely rewarded out of the proceeds from any deal on MVA. Little did I realise they will swallow the whole lot from the sale of Husqvarna to BMW. But that’s the nature of such deals; high risk compensated by high rewards, if any. And there were Euro 92 million.

    The question I have about this news is how did Gevi pull off such a stunt (bagging the entire Euro 92 million). The reason I ask is that the relevant assets (the physical equipment and the intellectual property rights on the brand) will all have been charged to the lead lenders. In other words, they would have to agree to Gevi taking all of it.

    Thus, I think, the 92 million was also dealt in the same way as the sale of what’s left of MVA to Harley-Davidson. Part of it would be assumed debt (lenders are thus protected) and the rest to Gevi (the reward) while Claudio waits for his turn. It is pure speculation but it sounds reasonable.

    I suppose we will never get to know know how Claudio and Gevi had actually intended to share the spoils. It could be possible that Claudio was not too careful in the terms of agreement with Gevi or the split of Husqvarna to Gevi and the rest to Claudio may have been preplanned. Whatever the case, there is only one fool – PROTON.

  9. MFZ says:

    Dear wudan,

    Your expose has greatly enhanced my understanding of this issue. Unfortunately people especially those on still has their heads stuck in the sand.

    I assume the people there are still confused, thinking that Agusta the helicopter maker is the same as Agusta the motorcycle maker, or Husqvarna the offroad bike maker is related to Husqvarna the chainsaw maker (my uncle used to own a Husqvarna chain saw for his rubber plantation).

    Also, he linked an article to The Times Online to justify his position. Unfortunately he didn’t elaborate on a particular line in said article, and I quote,”…Harley shares fell 2.4 per cent to $32.88. A year ago they were changing hands at more than $62.”

    This line came right after a description of MV Agusta’s recent history, so I don’t know if the purchase of MV Agusta itself was the cause of HD’s share price tumbling down.

    The current issue of CycleNews has an interview with HD’s CEO on the purchase of MV Agusta here:

    (the related article is page 8 of this online e-magazine, link may be dead as it is a trial issue).

    Why don’t you send a few of these related articles to various blogs and see if people will stop and think instead of blindly believing anything.


    I think the fall in HD share price from 60s to 30s would be largely due to the downturn in sales with the US economy in poor shape. The last sentence of the article says they do not even know when the bad news will stop!

    The drop of 2.4% after the deal was announced also does not surprise me. Here you have HD already not performing well in sales and the share price down by 50% in one year and suddenly it buys a loss making brand (famous no doubt but not making money) and pile on more debt in the process. I’m sure some investors do not like the look of things and hence they sell their shares in an already bearish market.


  10. limbo says:

    The writers seems so pessimistic about our malaysian ability……”But what made them think that Proton, already struggling in their own backyard in their car business , could turnaround MVA when even the Italian family could not?”….this is really Malaysian thinking……if somebody cannot do it… do we!!! To be honest, I dont expect that kind of word from my own race…..What a stupid crap you’re talking about… not Pro Mahathir, Anwar or even Najib…..but your mentality just like 3rd grade country mentality……Sorry to say that!!!

  11. wudan says:

    GEVI is an investment holding company organized and existing under the laws of Italy and having its registered office at Via Corsica 216, 16128, Genova, Fiscal Code 01600410995.

    GEVI will assume these liabilities:
    (a) Restructured Frozen Debts amounting to EUR106.94 million,
    (b) Working Capital requirements amounting to EUR32.50 million

    The Proposed Disposal is not expected to have any effect on the earnings, net assets, share capital nor shareholdings of PROTON.

    Inter alia, the salient terms of the agreement are:

    (a) The Purchaser is to open an escrow account with Banca Carige S.p.A, Genova, Italy for the sum of EUR500,000.00 to secure:
    (i) the timely opening and funding of the Second Escrow Account; and
    (ii) subject to the fulfillment of the Conditions Precedents and to the performance of the actions set out in the agreement, the occurrence of Repayment on the Closing Date.

    Should the actions mentioned above are not timely complied with by the Purchaser, Proton Capital Sdn Bhd shall be entitled to withdraw the money from the First Escrow Account and terminate the Agreement.

    (b) On or before 18 January 2006, the Purchaser is to open a Second Escrow Account with Banca Carige S.p.A. for the sum of EUR15.0 million to secure the obligation of the purchaser to subscribe and pay the capital increase in MVA.
    The agreement is subject to conditions precedents to be obtained not later than 15 February 2006.

    Inter alia:

    (a) adoption by the shareholders at an extraordinary general meeting of MVA with the unanimous vote of all shareholders’ of a resolution allowing the Purchaser to purchase the said shares from Proton Capital Sdn Bhd and further subscribe for the capital increase in MVA. And subsequent thereat, to approve the amendment to the articles of association of MVA;

    (b) waiver in writing by other shareholders of MVA of their pre-emptive rights in connection with the transfer of shares from Proton Capital Sdn Bhd to the Purchaser;

    (c) termination of the shareholders’ agreement executed on 26 November 2004;

    (d) termination of the shareholders agreement executed on 25 November 2004;

    (e) termination of the service agreement executed on 26 November 2004;

    (f) Husqvarna AB to release Proton Capital Sdn Bhd from all obligations as contained in the Husqvarna Augusta Agreement executed on 29 October 2004;

    (g) delivery to MVA of a letter to be executed by several banks (as identified in the Agreement) whereby the Banks declare that they fully agree with the exercise of the voting rights by Claudio Castiglioni for adoption of the resolution and the waiver by Claudio Castiglioni of the pre-emptive rights mentioned above;

    (h) execution by Proton Capital Sdn Bhd and each of the shareholders of MVA and the Banks of an agreement whereby they settle and waive their eventual claims vis-a-vis Proton Capital Sdn Bhd and they declare to the maximum possible extent not to have any claim at any title vis-a-vis Proton Capital Sdn Bhd any other entity of Proton Group and the directors and statutory auditors of MVA appointed by Proton Capital Sdn Bhd and they waive their rights to sue them, for any title whatsoever; and

    (i) obtaining of antitrust authorization from competent Italian authorities.
    —————————————————— –

    I must credit june of for this June did a search on google and found this article on InterNet Bankruptcy Library

  12. wudan says:

    Johann & MFZ,

    june posted the above info at Che Det but it just got drowned in all the ‘noises’ made there but it was a significant piece of information to me. I can understand the way things are at Che Det.

    One of the often asked question is ‘why proton did not have open bidding for the sale?’

    Because Castiglioni have pre-emptive rights clause in the shareholders agreement with Proton. That means you have to offer those shares back to him first. Castiglioni started by offering 57.75% to Proton then Gevi and now he has offered Harley 95%. I suppose the shaholders agreement with Harley also have pre-emptive clause. Maybe Proton can try again to acquire 100% of MVA by 2010 when Najib takes over. Tengku Mahaleel, don’t throw away Castiglioni contact number yet.

    That is not counting the failed deal when he first offered 20% of MVA to Piaggio in 2001 that then got MVA into administrative control.


    I am afraid the question about the absence of open bidding will remain and validly so.

    The existence of a preemption clause should not have prevented Proton from conducting an open bidding for their stake, if they had wanted to. The bidding will not be ultra vires the agreement between Proton and Castiglioni because the latter will still have the right of first-refusal to match the price secured by Proton in the process. If Castiglioni does not match that price, then Proton will have the right to sell to a third party. That’s how preemption rights work. The buyer cannot hold the seller to ransom.

    I still think the pressure to end the ‘marriage’ was so great that GEVI’s willingness to take on the frozen debts and the working capital requirement was accepted with relish. We think there is something fishy between GEVI/Castiglioni but at the end of the day it was Proton’s call what price they would accept.

    But was the board really wrong to act with such haste? Hindsight is a wonderful thing.

    Consider the fact that MVA made a loss of Euro 34.50 million in 2007 and nothing seems to suggest that the situation will improve in 2008. So let us assume a loss of about the same magnitude in 2008, i.e. a total loss of around Euro 70 million for two more years of ownership and every euro funded by Proton. Again, I say that Castiglioni leads a very charmed life.

    Now, what would Proton have gotten out of the sales had it remained a 57.75% shareholder?

    We know the sale of MVA to Harley Davidson yielded US39 million to Castiglione (and his two friends). If Proton had remained a 57.75% shareholder in MVA, its share of the US39 million will amount to only US23 million, or Euro 14.50 million.

    Thus to balance out the loss for the two additional years of ownership (and assuming Proton will also sell as the founder has done!), the sale of Husqvarna to BMW earlier must produce a yield to Proton of Euro 55.50 million. The total yield, so Claudio and two other Italians will get their share, would need to be Euro 96.0 million. The deal, as we are told, was Euro 92 million and we don’t know how much of that was assumed debt.

    In conclusion,the proceeds from the sales would have been negated by the working capital outflows. Most of the folks at Chedet will never understand this because they do not see the working capital requirements. They will, however, willingly believe there were US800 million from a bankrupt company. They see the assets and great brand names and forget about the liabilities.

  13. wudan says:

    Alright Johann?

    Thanks for the explanation on the pre-emption rights thingy. We shall leave it as it is then. I have no further comments to add on the issue. It was nice having this conversation with you.

    All the best in your endeavour. Cheers!

  14. Hoppoe Z says:

    how close is this italiano with the vatican?

  15. edward skading says:

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    As a consumer, I am sickened by the fact that we are not provided utmost protection from this sort of situations and whatever consumer rights we have now are defenceless. I also feel that my human rights had been deprived when I am being forced to silence and on top of all, I feel cheated when the company executive responded to my grievances that they are not liable for damaged products in the marketplace.

    I am only requesting that the company be truthful, reliable and accountable for their mistakes, moreover produce cleaner and safer food. I believe, it is the responsibility of our whole society to protect the rights and benefits of consumers, and all concerned parties should together strive to do the work of standing up for consumer rights, improving the consumption environment, and pushing for faster, better economic and social development.

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