Bialetti flies towards delisting offer price, Nuo takes over 78.5%

(Il Sole 24 Ore Radiocor) - Purchases rained down on the stock of Bialetti at Piazza Affari after the announcement that Luxembourg-based Nuo Capital, which belongs to Chinese tycoon Stephen Cheng, has signed two sale and purchase agreements for the overall purchase of 78.567% of the share capital. Following the closing, expected by the end of June, a compulsory tender offer will be launched on the remaining outstanding shares of Bialetti, aimed at delisting them. The stock of the coffee maker and small household appliance manufacturer is thus approaching the IPO price of no less than €0.467 per share, while the FTSE MIB is falling.

In detail, Nuo Octagon finalised the signing of two sale and purchase agreements, one with Bialetti Investimenti and Bialetti Holding (both wholly owned by Francesco Ranzoni, chairman of the board of directors of Bialetti Industrie) for the purchase of the 59.002% held by them for a total consideration of 47.334 million euro, and a second agreement with Sculptor Ristretto Investment for approximately 19.565% of the capital for 5.731 million. The actual economic value of the vendor loan estimated by the purchaser is no less than13.3 million, which corresponds to an implied value of the purchase of the shares in Bialetti of no less than 42.634 million. "The sale," the company specified in a note, "is part of a broader transaction linked to the refinancing of Bialetti's debt covered by the debt restructuring agreement, aimed at promoting the growth and development of Bialetti and the group companies headed by the same. For the chairman of the Board of Directors, Francesco Ranzoni, the entry of Nuo "now represents a strategic lever to further strengthen the brand and consolidate its position on foreign markets", while the CEO, Egidio Cozzi, emphasises the opening of "a new chapter, full of opportunities" and ensures that the company will continue to "invest in innovation, internationalisation and authenticity".

 In connection with Nuo Octagon's takeover of the company, in view of the renewal of the corporate bodies and the possibility that the shareholders' meeting will take place before the closing, Bialetti Investimenti and Bialetti Holding have undertaken to file and vote on a list for the appointment of a Board of Directors of seven candidates that includes, including, inter alia, Egidio Cozzi, three candidates nominated by the seller and one candidate nominated by the purchaser, and a list for the appointment of the Board of Statutory Auditors consisting of two candidates for statutory auditors representing the sellers and three candidates (one statutory auditor and two alternate auditors) representing the purchaser. Nuo Octagon was assisted by Chiomenti as legal advisor, Gitti & Partners as tax advisor, Ey as advisor for financial, legal and labour due diligence aspects, and Vitale& Co as debt advisor. Bialetti Holding and Bialetti Investimenti were assisted by Zulli Tabanelli e Associati as financial advisor, while Bialetti was assisted by Lazard Srl as financial advisor and by BonelliErede as legal advisor..