Nautica

Sanlorenzo acquires Ferragamo's Nautor Swan

80.9 million transaction to be completed in two tranches. 60% shortly and the remaining 40% by April 2028

3' min read

3' min read

Sanlorenzo yacht enters the sailing world. After months of negotiations, the Ameglia (La Spezia) based company, listed on the Italian Stock Exchange and led by Massimo Perotti, is acquiring the Nautor Swan group (based in Finland), hitherto controlled by Leonardo Ferragamo. The company specialises in the design, construction, marketing and refit of luxury sailing yachts (under the Swan, Maxi Swan and ClubSwan brands), as well as motor yachts (under the Shadow and Arrow brands).

The binding agreement signed by the parties provides for the sale to Sanlorenzo, by Ferragamo's holding company Sawa, of 100% of Nautor Swan and, indirectly, of the investees included in the acquisition perimeter, which includes 13 companies of the Swan group located in seven countries (Finland, Italy, Spain, Principality of Monaco, United Kingdom, United States and Australia).

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Two-tranche operation

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The transaction is conceived in two tranches: 60% of the shares will change hands at the first closing, expected in the short term, in the amount of EUR 48.5 million, equivalent to the pro-rata of an agreed equity value of EUR 80.9 million, determined on the basis of an enterprise value of EUR 90 million and an adjusted Pfn, as at 31 December 2023, of EUR 9.1 million.

The remaining 40% of the shares will be sold at the second closing, by 30 April 2028 (based on Fy 2027 financial data), valued at the higher of the equity value of the first closing and the equity valuation resulting from the application of the 9x Ev/Ebitda multiple.

For each closing, the parties have agreed that the price will be paid 2/3 in cash and 1/3 in shares, through a capital increase, with the exclusion of the option right reserved to Sawa, "unless technical difficulties arise that prevent its timely execution". The issue price of Sanlorenzo shares is valued at the arithmetic mean of the closing prices on the stock market in the 30 calendar days prior to the closing.

The contract is subject to conditions precedent in favour of Sanlorenzo, due to Sawa's performance between the signing of the contract and the first closing. Post acquisition, the Nautor Swan group will be led by Massimo Perotti, as ceo, and Giovanni Pomati, as co-ceo. Leonardo Ferragamo will retain the position of chairman of Nautor Swan.

Detailed business plan

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'The signing of this agreement,' says Perotti, 'represents the achievement of another milestone in our strategy. Over the last few months we have drawn up a solid industrial plan, in terms of product development and grounding the numerous synergies in technology, production, sales, and economies of scale, in collaboration with Leonardo Ferragamo and Nautor Swan's management, which have transformed the shipyard and its boats into an iconic brand at a global level".

Ferragamo, for his part, emphasises that "over the last 26 years, together with many wonderful collaborators, we have dedicated ourselves to developing and transforming this already famous and iconic shipyard into an international brand recognised for quality, elegance and reliability, elements that are typical at the heart of Nautor Swan. This includes four different yacht lines, global service and dedicated sports management, as well as the creation of ClubSwan, the yacht club that brings together our owners and many sailors who appreciate the values that Swan has always promoted. Today, my goal is to steer this brand towards perpetuity, entrusting it to one of the most important nautical groups in the world".

Maintaining (until 2028) "a significant minority shareholding," adds Ferragamo, "will also allow me to continue to transfer the culture, knowledge and experience gained over the years, for the benefit of the many people who work in the company and the 2,300 plus Swan owners around the world and many others who dream of being part of it.

The advisors

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The law firm Musumeci, Altara, Desana e Associati assisted Sanlorenzo with the legal aspects of the transaction and the negotiation of the relative contracts. The Ameglia-based group was also assisted by Mediobanca as financial advisor of the transaction, Deloitte for the financial due diligence aspects, Andersen Italia for the tax aspects and Riccardo Cima for the industrial aspects.

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The law firm Visconti & Associati assisted Sawa in managing all legal aspects of the transaction and negotiating the relevant contracts. Sawa was also assisted by CC & Soci as financial advisor of the transaction and by Heritage Holdings as strategic advisor.

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