The exodus from Piazza Affari

Gewiss buys Beghelli and launches takeover bid for delisting

Preliminary agreement to take over 75% of the company in the hands of the family - Subsequently launching of the takeover offer on the market at a price of EUR 0.3375 per share

by Matteo Meneghello

(Imagoeconomica)

2' min read

2' min read

Gewiss is preparing to launch an IPO on Beghelli, with the aim of acquiring the company's entire capital and delisting it from the stock market. The announcement is made by the Bergamo-based group, which announces that it has already reached a preliminary agreement with Gian Pietro, Luca, Giacomo and Maurizio Beghelli, shareholders in the family company with a total 75.04% of the capital.

Gewiss has undertaken, in detail, to acquire the relevant stake from the sellers at a price per share of EUR 0.3375 "cum dividend", i.e. subject to possible adjustment in the event that a dividend is resolved or distributed. Subject to completion of the acquisition, Gewiss will hold a 75.04% stake in Beghelli. Subsequently, it will launch a tender offer for the remainder of the capital at EUR 0.3375.

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As for the price at which the takeover bid will be launched, a Gewiss press release points out that it 'incorporates a premium of approximately 46.8% over the official share price recorded on 9 December and approximately 44.9% over the volume-weighted arithmetic average of the official share prices recorded in the last month; approximately 42.8% over the volume-weighted arithmetic average of the official share prices in the last three months.

The note adds that Gewiss and the sellers also signed an agreement to regulate, inter alia, the composition of the board of directors on the execution date and thereafter until the conclusion of the offer.

Beghelli 'will become part of the Gewiss group, as part of a project aimed at guaranteeing continuity for Beghelli's employees, collaborators and customers by ensuring entry into a group with solid Italian roots, which shares the same values of integrity, excellence and sustainability and has already adopted a managerial governance oriented towards transparency and innovation'.

Gewiss was assisted by Rothschild & Co, as financial advisor, by Gatti Pavesi Bianchi Ludovici, as legal advisor and by KPMG for tax, accounting, IT and payroll due diligence. The sellers were assisted by Cappelli Riolo Crisostomo Calderaro Del Din & Partners, as legal advisor, and Studio Gnudi, as tax advisor.

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