BF International acquires the entire capital of F.lli Martini & C. for EUR 220 million
The industrial group holding company in 2024 saw a consolidated production value of 1.2 billion and a consolidated Ebitda of approximately 72 million
by Mo.D.
BF International Best Fields Best Food Limited acquired the entire capital of F.lli Martini & C. from Trust Girasole, Filippo Martini, Annalisa Martini and Carla Martini through a newly incorporated company, Holdco. F.lli Martini is the holding company of an Italian industrial group with over 100 years of history, operating in three business areas: animal feed, animal husbandry and food. In 2024, the company achieved a consolidated production value of approximately €1.2 billion and a consolidated gross operating margin (Ebitda) of approximately €72 million.
On the Italian Stock Exchange, BF shares gained 0.49% today, closing at EUR 4.12 per share.
Transaction details
BFI and part of the sellers will provide Holdco with the necessary resources for the acquisition, which is expected to take place at a purchase price of 220 million euros. In particular, the current shareholders are expected to reinvest part of the proceeds of the sale in Holdco in the amount of EUR 20 million, equal to a stake of approximately 15% of the share capital of the new company. In the context of the transaction, the other sellers will also grant a vendor loan of EUR 10 million, and the remaining amount of EUR 190 million will be provided to Holdco in the amount of EUR 110 million by BFI, through recourse to its own resources, and EUR 80 million through bank financing.
The agreement provides for the Sellers to release in favour of BFI, and thus Holdco, a set of representations and warranties and indemnity obligations that are customary for transactions of this kind, the statement said. A warranty & indemnity insurance policy is also to be taken out to service the transaction.
The agreement provides, inter alia, for the signing, on the date of execution of the transaction, of a shareholders' agreement containing terms and conditions of mutual rights and obligations as Holdco's shareholders, with respect to the rules of governance and the circulation of the relevant shareholdings, in line with market practice for similar transactions (including an express lock-up commitment of the shareholders for a duration of 5 years and usual rights and obligations of co-sale).
