(Finance) – The agreements for a business combination operation were signed today between Eversys (a leading company in the production and distribution of automatic coffee machines) and La Marzocco (a leading company in the production and distribution of semi-automatic coffee machines). automatic machines and coffee grinders) which creates a world-class operator in the professional coffee machine sector.
The business combination between Eversys and La Marzocco represents a further acceleration of the Group’s expansion and diversification strategy De’ Longhiwhich sees coffee, both professional and domestic, as one of the main drivers of growth and strategic development in the medium-long term.
Both companies will remain independent and directly led by the current management, in order to guarantee managerial continuity and preserve the distinctive corporate cultures.
The operation involves the creation of a new corporate structure controlled by De’ Longhi, with the related contribution of Eversys, the acquisition by De’ Longhi SpA (through one of its subsidiaries) of shares (held directly and/or indirectly) de La Marzocco International, both by De Longhi Industrial SA and by minority shareholders, for approximately 41.2% of the capital. The remaining shares of
LM will also be transferred to the new corporate structure by the shareholders.
The transaction can be classified as a “transaction between related parties of greater importance”, due to the fact that De’ Longhi SpA and LM are subject to the common control of De Longhi Industrial SA
As such, the operation received the prior favorable opinion of the Independent Committee, responsible for transactions with related parties of greater importance and the unanimous vote of the Board of Directors of De’ Longhi SpA, with the abstention of the President Giuseppe de’ Longhi and of the Directors Fabio de’ Longhi and Silvia de’ Longhi in compliance with the provisions of the legislation, including regulations, regarding related parties.
On the basis of the agreements signed, the De’ Longhi Group will control approximately 61.4% of the new hub, while minority shares will be held by De Longhi Industrial SA (approximately 26.6%) and by the current minority shareholders of LM (overall approximately 12%).
The overall net cash outlay expected by the De’ Longhi Group for the acquisition of the shares from De Longhi Industrial and the minority shareholders of LM is approximately US$ 374 million (based on forecast data and pending availability of the data approved as of 31 December 2023) and in particular US$ 200 million (for the 22% share of LM) to De Longhi Industrial and US$ 174 million (for the 19.2% share of LM) in aggregate to the shareholders minority interest to be paid on the date of completion of the transaction expected within the first quarter of 2024 and subject to any adjustments.
This sum will be covered entirely by the De’ Longhi Group’s own resources, which as of 30 September 2023 had a positive Net Financial Position of €326 million and gross liquidity and financial assets of €1,246 million.
economic purpose of the operation
The operation plans to create a professional coffee hub with an aggregate turnover on a pro-forma basis expected in 2023 of approximately €372 million and an adjusted Ebitda of approximately. €87 million (before synergies), which therefore places it in a position of global relevance in the professional coffee machine sector.