(Finance) – The Board of Directors of Caleffia company specializing in Home Fashion items, has resolved to purchase from Giuliana Caleffi, the remaining 30% of the share capital of the subsidiary Mirabello Carrara – a company specializing in the production, purchase and sale of home textile products with its own brands and under license from authoritative fashion brand (“Mirabello”) and to sign the related sales contract.
Since the Transaction constitutes a “transaction with related parties” (since Giuliana Caleffi Srl is the parent company of Caleffi) “of greater significance”, the resolution of the Board of Directors was adopted subject to the release of the opinion of the Related Party Transactions Committee (the “Committee” ), which also met today, which expressed its opinion, favorably and unanimously, on Caleffi’s interest in carrying out the Transaction as well as on the economic convenience and substantial and procedural correctness of the Transaction itself.
The aforementioned board resolution was passed with the favorable vote of the two independent directors (members of the Committee) and with the abstention of Giuliana Caleffi, Rita Federici and Raffaello Favagrossa as “Directors Involved in the Transaction”.
In the immediate aftermath of the Board of Directors’ meeting, Caleffi and Giuliana Caleffi Srl signed the purchase and sale agreement which governs the terms and conditions of the Transaction. The Transaction provides for the sale of 30% of the share capital of Mirabello from Giuliana Caleffi Srl to Caleffi for an amount equal to Euro 1,532,340 of which: an amount equal to Euro 897,340 in cash; And
an amount equal to Euro 635,000 in Caleffi ordinary shares at a price equal to Euro 1.27 per share, which can be immediately liquidated and therefore for a total of no. 500,000 Caleffi ordinary shares.
The payment of the consideration – which will take place with the use of own resources – it is envisaged that it will take place in three tranches: an amount equal to 50% – which includes the amount represented by the Caleffi Shares – on the date of completion of the Transaction; an amount equal to 25% by 31 March 2023; and an amount equal to the remaining 25% by 30 June 2023.