Small-cap companies under the microscope: Trevifin, two competing bids following financial restructuring

These estimates are expected to be driven by a stronger second half of 2026 compared with the first (partly due to the timing of the execution of the contracts secured) and by a backlog as at 30 June 2026 of 928.1 million, whilst orders secured during the period totalled 424.2 million (of which 362.6 million related to the Trevi Division and 73.5 million to the Soilmec Division).

Trevifin, operating as a ‘stand-alone’ entity, has drawn up a Business Plan for 2025–2029 which forecasts a compound annual growth rate (CAGR) for revenue of around 5.5 per cent, EBITDA of 100 million by the end of the plan and a significant reduction in net financial debt, which is expected to be virtually zero by the end of the plan, with an average annual capital expenditure of 22 million allocated to technological development and the strengthening of production capacity.

Icop has also drawn up a Business Plan for 2026–2029, which forecasts revenue this year of between 610 and 640 million and an EBITDA of 105 – 115 million (close to Trevifin’s figures in terms of turnover but with a higher margin), which are expected to reach 900 – 950 million respectively by 2029 (a CAGR of between 15% and 17% and therefore much higher than that outlined by Trevifin) and 170–190 million respectively, with an EBITDA margin of between 19% and 20% and a CAGR of 16%–20%. This is against a backdrop of capital expenditure of 30–35 million this year, which is set to rise to 40–45 million in 2029 (these figures are also higher than those indicated by Trevifin), of which 15–20 million represents cumulative expenditure on Research and Development (automation and robotics, advanced sustainable materials, digitalisation and partnerships with universities and research centres).

And this is where the takeover bid for Trevifin comes in: should the bid be successful, the new group is expected to achieve revenues of 1.7 billion in 2029 (an 11 per cent CAGR, obviously a mid-point between the figures estimated by the two companies), an aggregate adjusted EBITDA of approximately 280 million (an EBITDA margin of 16% at the end of the plan, again based on an intermediate figure) and aggregate capital expenditure of around 60 million in 2029 (nothing more than the sum of Trevifin’s 22 million and Icop’s at least 40 million).

Once the synergies are fully realised (in the fourth year following the completion of the transaction, i.e. at least by 2030), they are expected to generate between 120 and 140 million in revenue and 55–75 million in EBITDA, both on an annual basis.

Webuild, for its part, has indicated that, should its ‘cash’ bid for Trevifin be completed, (at the end of the 2026–2029 business plan) potential synergies of between 80 and 90 million, which would enable the entire group to increase its EBITDA by between 150 and 170 million annually. It should be noted that Webuild, for the 2026 financial year, has forecast revenues in excess of 13.6 billion, an EBITDA of over 1.2 billion (an EBITDA margin of around 9 per cent, and therefore, for the time being, lower than both Trevifin’s and Icop’s), but also net liquidity of over 300 million, which enables it to mount a ‘cash’ bid without any particular difficulties. In fact, the total value of the bid amounts to a maximum of 280.4 million (it is possible that, following the change of control, early repayment of Trevifin’s debt of 180 million may be required, but even this circumstance should not pose any difficulties for Webuild). By contrast, as at 30 June 2026, Icop reported net financial debt of 171.2 million, although this is set to decrease in the second half of the financial year.

It is clear that the Webuild Group is considerably larger than Trevifin and Icop. The 2026–2029 Business Plan is currently being drawn up and is expected to be presented to the market shortly.

Icop’s private takeover bid is conditional upon acquiring at least 90 per cent of Trevifin’s share capital, whilst for Webuild’s public takeover bid this percentage falls to 66.67 per cent. However, beyond these percentages, it should be noted that Trevifin’s Board of Directors has reacted with considerable hostility toIcop’s voluntary public offer, drawing up a document of around 100 pages in which it sets out the reasons for this dissent and which bears a strong resemblance to similar reports produced by certain credit institutions affected by the recent banking crisis.

It should also be noted that Webuild and Trevifin are related parties: CDP Equity is, in fact, Webuild’s second-largest shareholder after the Salini Group and holds 16.47 per cent of its share capital (21.62 per cent of the voting rights). It is also currently Trevifin’s largest shareholder, holding 21.27 per cent of the share capital (followed by two international funds which together hold 23.97 per cent of the share capital), and played a key role in the recent 100 million capital increase by providing a purchase guarantee for any unsubscribed shares (which, fortunately, did not need to be exercised).

The issues identified by Trevifin’s management relate primarily to the discrepancy between the consideration offered by Icop and Trevifin’s actual value. This is also because (obviously), unlike a ‘cash’ sum, the value of a share is by its very nature subject to market volatility, and Icop only recently (4 September 2026) completed the translisting from Euronext Growth Milan to Euronext Milan, albeit with a derogation regarding the required free float, which currently stands at only 16.18 per cent of the share capital. It is true that the free float would increase following the issue of the new shares offered in exchange for those of Trevifin, but this would not necessarily result automatically in a high level of trading in Icop shares. Webuild’s free float, by contrast, currently stands at 38.47 per cent of the ordinary share capital (although the main shareholders collectively hold 73.45 per cent of the voting rights at general meetings, as there are shares with enhanced voting rights).

Another critical issue – and one that is probably of greater concern from Trevifin’s management perspective – relates to the fact that Icop does not rule out, amongst its strategic options, a potential spin-off of Soilmec as an independent business unit through extraordinary transactions; something that Webuild, by contrast, does not envisage. Finally, Trevifin’s management believes that the potential synergies with Icop are uncertain (though, unfortunately, this can be the case with any merger) and that Icop does not yet have a track record of integrating companies of a size comparable to that of Trevifin (in fact, the acquisitions of Atlantic Geoconstruction Holding and Palingeo – the latter via a public takeover bid but agreed with the former majority shareholders – were on a much smaller scale than the public exchange offer for Trevifin).

Who will win? Market rumours even suggest that both contenders may raise their bids, as they believe Trevifin’s current share price is below the company’s true value. What is certain is that, whoever wins, Trevifin will almost certainly be delisted and will consequently no longer form part of the Intermonte Valore Italia index – just as will happen to Next Geosolutions following its planned merger with Fincantieri. It is a pity that the panel of listed SMEs, selected on the basis of quality criteria, is being reduced so soon.