(Finance) – After less than a year of listing, aTakeover bid aimed at delisting shares and warrants from Nice Footweara group listed on Euronext Growth Milan and active in the development, production and distribution of leisure and sport shoes. Palladio Holdingwhich often acts as cornerstone investor in the PMI listing, will promote a voluntary totalitarian takeover bid through a newly established corporate vehicle, which will be directly controlled by Palladio itself in concert with Nice Company (majority shareholder of Nice Footwear).
The bidder will recognize a consideration of 12 euros for each share tendered (equal to a premium equal to + 6.19% compared to the official price of the shares recorded at the end of November 4, 2022) and a consideration of 0.20 euro for each Warrant tendered.
The Veneto group had started trading on the Italian Stock Exchange on November 18, 2021 after having raised about 5 million euros in an IPO that closed with a placement price of 10 euros per share.
The bidders believe that “the delisting and the advantages deriving from it in terms of simplification, lower costs and greater management and organizational flexibility, would allow the issuer to fully express its intrinsic value which has not been fully expressed today on the listing market “.
Palladio intends to “contribute in a decisive way, through their skills and their own capitalto accelerate the business, supporting the Nice Footwear top management in the growth process (also for external lines) started in the last year “.
Palladio and Nice Company have entered into a accession and non-accession agreementpursuant to which Nice Company has undertaken: a not to subscribe 1,004,451 own shares for a percentage equal to 49% of the pre-dilution capital (held shareholding) and to subscribe all its other shares; the commitment not to make (or agree) any purchase of shares or to assume any long position with reference to the same shares during the subscription period and, in case of completion, also for the following six months. the commitment to ensure that the majority of the members of the BoD resign within the first trading day following the end of the subscription period, with effectiveness conditional on the successful outcome of the offers.
There threshold condition provides for the bidder to hold a stake of at least 90% + 1 share of the share capital with voting rights; however, it reserves the right to partially waive the condition, provided that the shareholding it is holding is in any case at least equal to 80% + 1 share of the share capital with voting rights (the latter threshold cannot be waived).