"The structure of the transaction in the event that the options envisaged in the agreements are exercised from 2027 onwards would allow the Lavazza Group to strengthen its ability to compete with the other major international coffee players, thanks to its increasingly significant size, including in the strategic Vending channel, and to structure itself in an even more solid way in order to compete in the current complex macroeconomic scenario," commented Antonio Baravalle, CEO of the Lavazza Group; with this operation Ecs will have the opportunity to continue its growth path in the Vending sector, in line with the objective of strengthening the different channels in which we operate at various levels. Moreover, the adoption of omnichannel technologies and strategies by the Lavazza Group would allow it to implement channel control, facilitating direct access to the consumer. Ecs, and with it the Lavazza Group, will be able to increasingly become a global reference point in a highly fragmented sector like Vending, an increasingly strategic channel that we will continue to monitor with our products".
Among the pacts signed yesterday was an investment agreement between Ecs, Torino 1895 Investimenti (a subsidiary of Finlav which, in turn, controls Luigi Lavazza spa), Ivsp and Grey. The purpose of this agreement is to regulate the promotion by Grey of the Offer, aimed at acquiring a maximum of 25,842,024 shares of Ivs, representing 28.36% of the share capital (including 10,702,112 shares equal to 11.74% of the share capital of Ivs, which Ivsp has undertaken to tender to the Offer). Furthermore, subject to the successful completion of the Offer, the agreement regulates the commitment of Ivsp to contribute to Grey the remaining 46,243,640 Ivsg shares, representing 50.75% of the share capital, as well as the commitment of Torino 1895 and Ecs to transfer to Grey the 18,588,139 Ivsg shares owned by Torino 1895, representing 20.4% of Ivsg's share capital..
Therefore, in the event of a positive outcome of the Offer, Ivsp would hold a stake of at least 51% of the share capital of Grey and, indirectly, of Ivsg, Ecs would hold a stake of between 39% and 49% of the share capital of Grey and, indirectly, of Ivsg, while Torino 1895 would no longer hold any direct or indirect stake in Ivsg.
The agreement also provided for the signing of a shareholders' agreement between Ecs and Ivsp, with the participation also of Grey, aimed at defining the governance and transfer of Grey and Ivsg shares, subject to the successful completion of the Offer. Finally, a reciprocal options agreement between Ecs and Ivsp is also envisaged, subject to the successful completion of the Offer, which provides for call options for Ecs and put options for Ivsp on the shares held by Ivsp upon completion of the Offer in Grey (or in the company resulting from the possible merger of Ivsg and Grey). The call and put options will be exercisable after the approval of Ivsg's consolidated financial statements as at 31 December 2026 (and therefore from 2027 until 2034).
"For the varied and numerous shareholding structure of Ivsp, made up of more than 50 shareholders representing several generations of the vending sector," said Paolo Covre, Chairman of Ivs Partecipazioni, "the transaction with the Lavazza Group is consistent with the industrial and non-financial approach typical of a group of entrepreneurs, while also allowing it to liquidate, at values deemed interesting, a minority stake in its only subsidiary.
