Bialetti passes to Chinese Nuo, soon to be delisted

Bialetti closes the circle of the asset restructuring operation by handing over control of the company to the Nuo fund, controlled by the Chinese Pao-Cheng family. A handover that will lead to delisting from the stock exchange. For the historic brand of coffee makers a new chapter opens, the third, after the start-up (and the myth-building) in the Omegna district and the 20-year interregnum under the control of the Ranzoni family, with the listing on Piazza Affari and the failed attempt to transform the iconic brand into a multi-product group with a diversified portfolio.

Nuo Octagon has signed in the last hours two sale and purchase agreements for the acquisition of 78.567% of Bialetti Industrie's share capital. As stated in a note, following the closing, expected by the end of June, a mandatory tender offer will be launched on the remaining outstanding shares of Bialetti, aimed at delisting them, at an estimated price not lower than €0.467 per share. The first contract, with Bialetti Investimenti and Bialetti Holding (both wholly owned by Francesco Ranzoni, chairman of the board of directors of Bialetti Industrie) envisages the purchase of 59.002% for a total consideration of €47.334 million; a second contract with Sculptor Ristretto Investment concerns 19.565% of the capital for €5.731 million. The actual economic value of the vendor loan estimated by the purchaser turns out to be not less than 13.3 million, which corresponds to an implied value of the purchase of the shares in Bialetti not less than 42.634 million. Assuming this valuation of the vendor loan, the consideration for the Offer would be no less than Euro 0.467 per share.

The agreement is part of a broader debt restructuring plan of Bialetti. In particular, it is envisaged that the refinancing of Bialetti's existing debt will take place through a junior loan of up to EUR 30 million, to be granted by Unlimited Bank and Amco Asset Management Company, and a senior loan of up to EUR 45 million, to be granted in favour of Bialetti by a pool of financial institutions led by Banco Bpm as agent bank, mandated lead arranger and lending bank, Bper Banca and Banca Ifis, as lending banks, and which will include a revolving credit line, as well as a possible additional line to support Bialetti's working capital, up to a maximum of a further EUR 5 million, in the event of intervention by a further lender. Finally, equity contributions from Nuo Octagon for a total of at least 49.5 million will contribute to the refinancing, as a result of which the group's existing debt will be significantly reduced. Nuo Octagon has received equity commitment letters from its shareholders, issued also in the interest of the sellers, for a total amount of EUR 71 million, which indicate the availability, at the closing, in Nuo Octagon of sufficient financial resources to fulfil the payment of the purchase price. In addition, it is expected that 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 be held 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 will include including, inter alia, Egidio Cozzi, three candidates nominated by the seller and one candidate nominated by the buyer, 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 buyer.

"We were born in Milan," said Tommaso Paoli, CEO of Nuo, "and since 2016 we have invested over 400 million euros of private capital in made in Italy, in companies that can now count on new organisational and management models, increasingly open to international markets, while maintaining their own independence and identity. We are enthusiastic to put at the service of one of Italy's most significant brands the resources and skills necessary for a new phase of development for Bialetti and our territory".

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. The FR Companies were assisted by Zulli Tabanelli e Associati as financial advisor. Bialetti was assisted by Lazard as financial advisor and by BonelliErede as legal advisor. Sculptor and Moka Bean were assisted by Linklaters as legal advisor. Illimity and AMCO were assisted by Orsingher Ortu Avvocati Associati and Giovanardi Studio Legale, respectively.