Fila pencils conquer Invicta backpacks

From pencils to backpacks. The F.I.L.A Group takes over Seven and strengthens its competitive ability in the Italian school market, thanks to a series of commercial and distribution synergies. The result is a group that, on a normalised ro-forma 2024 basis, has consolidated revenues of around EUR 700 million and a normalised gross operating margin (Ebitda) excluding IFRS 16 of around EUR 118 million, with an Ebitda margin of around 17%. The net financial position on a pro-forma normalised 2024 basis, on the other hand, is around EUR 183 million (including EUR 53.7 million of the purchase price of Seven and the EUR 10 million dividend distributed by Seven) with a net financial position/Ebitda ratio of 1.55 times.

Specifically, the agreement calls for the Euronext-listed company to acquire 100% of the company, which includes brands such as Invicta, SJ Gang and Mitama, in five tranches by 31 December 2028, from Green Arrow Private Equity Fund 3 and the three members of the Di Stasio family for a total price of EUR 53,722,665 paid in cash. At the governance level, Aldo Di Stasio, ceo of Seven, will retain his current position, guaranteeing managerial continuity in the management of the company. As part of the transaction, the F.I.L.A. group proceeded to optimise its financial structure, repaying approximately USD 50 million of debt in the US, using cash and cash equivalents, at an average interest rate of approximately 6%. At the same time, bank credit lines totalling EUR 30 million will be used, at an average interest rate of 2.5%, resulting in an estimated saving of about EUR 2 million in financial expenses. At the time of the closing, subject to obtaining the relevant waiver from the financing banks, the group planned to use the bank credit lines, while the subsequent phases of the transaction will be financed through the cash flows generated.

Founded in 1973 in Turin, Italy, Seven is a leader in the sectors of backpacks, pencil cases, bags and stationery products, thanks to a multi-channel distribution that serves more than 6,000 points of sale. The company's first shareholder is Green Arrow Private Equity 3 with a 55% stake, followed by Aldo Rosario Di Stasio (25%), Bruno Di Stasio (10%) and Roberto Di Stasio (10%). In turn, Seven holds the entire share capital of Invicta and Seven Hong Kong and a 75% stake in Incall. The remaining 25% of the latter is held by MM Holding. Between 2022 and 2024, Seven recorded average annual growth of 3.1% and 4.7% on revenue and Normalised Ebitda excluding IFRS 16, respectively. In 2024, Seven generated EUR 88.8 million in revenue and EUR 14.9 million in normalised Ebitda excluding IFRS 16, with an Ebitda Margin of 16.8%.

The structure of the transaction envisages that F.I.L.A. will purchase from Seven's shareholders, in proportion to their respective shareholdings, 51% of the share capital for a consideration of €26,772,665 that will be paid in cash on the closing date by 31 January 2026, when the company will be consolidated into the group. Subsequently, F.I.L.A. will purchase from the Di Stasio family an additional 7.29% of the share capital for a consideration of €4,009,500 that will be paid in cash by 31 December 2026; and from Green Arrow Capital an additional 26.95% for €14,822.500 in cash by 30 April 2027; by December 2027 then a further 1.96% will be acquired for a consideration equal to €1,078,000 in cash and finally F.I.L.A. S.p.A. will purchase from the sellers (excluding Green Arrow Capital) the remaining 12.80% of the company's share capital for a consideration equal to €7.04 million by 31 December 2028.

"The acquisition of Seven allows us to more effectively address the European problem of the birth rate, expand our brand portfolio, and consolidate our presence in the school products segment, while maintaining a high level of profitability and cash generation and confirming our dividend policy guidance," commented Massimo Candela, CEO of F.I.L.A, adding: "The transaction will be implemented in such a way as to develop significant commercial synergies between F.I.L.A. and Seven, allowing us to increase market share, strengthen distribution and broaden the offering to our customers. Significant benefits are also expected from the commercial and industrial partnership with DOMS - following the recent acquisition of a small Indian company specialising in pencil cases and backpacks - with the aim of replicating the success of the F.I.L.A.-DOMS partnership".