Cover50, Made in Italy Fund acquires 74.4% capital and will launch a takeover bid by delisting

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(Tiper Stock Exchange) – Made in Italy Fund (Quadrivio&ambianco) through its controlled holding company End Suntoday signed the agreement for the purchase of the majority of the listed company COVERS 50, company listed on the Euronext Growth Milan market since 2015, owner of the PT Torino brand.

The company is considered one of the international market leaders of trousers and denim in the high-end segment (men’s and women’s). Building on the success recognized in its “historic” products, the company has undertaken an expansion of the range of products from 2021, also opening up to the so-called “Total Look”. Approximately 43% of PT Torino’s turnover is achieved in Italy, while approximately the remaining 57% is connected to foreign markets (where the top positions are occupied by Japan and the United States). Distribution is concentrated on the wholesale channel, to which the e-commerce channel has also recently been added.

With this operation Made in Italy Fund carries out the Fund’s eleventh operation, the seventh in the Fashion segment. To date they are already part of Fine Sun 5 other companies (120% Lino, a leading Italian company in the production of linen and natural fiber garments; Rosantica, a brand specialized in the production of jewel bags and precious accessories; Dondup, a company that produces denim clothing, as well as the Autry and Ghoud sneakers brands).

The investment in COVER50 has the goal of consolidation of the current structurea further internationalization of the PT Torino brand, as well as the strengthening of digital and retail channels, through a global strategy that can allow the brand a further, and profitable, leap in quality.

The signed contract provides the purchase by a vehicle controlled indirectly by Fine Sunat the price of Euro 13.50 per share, Of. no. 3,271,900 shares of COVER50, equal to 74.4% of the share capitalcorresponding to the entire stake held by FHold (company headed by Pierangelo and Edoardo Fassino). FHold will reinvest in COVER50 for an amount equal to 20% of the capital (through the vehicle designated to carry out the operation, on equal terms with Fine Sun); Edoardo Fassino will maintain a role of operational importance (as well as a member of the board), actively participating in the development of the project.

In the broader context of the transaction, it is envisaged, inter alia, that FHold and Fine Sun will sign a shareholder agreement. Subject to the occurrence of certain conditions, the closing of the transaction is expected to take place during the month of April. Therefore, it will be promoted subsequently, within the times and in the manner of the law, a mandatory takeover bid on the remaining 25.6% of the share capital at the same price of 13.50 Euros per share (cum dividend and therefore possibly reduced by the amount of distributions of dividends, profits or reserves), which incorporates a premium of 23% and 33% with respect to the weighted average official price of the share for the last 6 and 12 months, respectively.

The transaction as a whole and the takeover bid are aimed at the delisting of the COVER50 shares and to this end, the signed agreement envisages, as a condition precedent to the execution of the transaction, inter alia, the modification of the by-laws of COVER50 in order to include the reference to the so-called sell-out and squeeze-out provisions.

“With PT Torino we add to our portfolio a strong Italian brand that is complementary to those previously acquired, confirming the Fund’s strong predisposition to invest in companies that are symbols of Italian excellence”, he stated Walter RicciottiManaging Partner of the Made in Italy fund and co-founder of Quadrivio Group.

Edoardo Fassino spoke of “a new experience that we are happy to be able to undertake. Being part of an industrial and financial group such as Fine Sun (Made in Italy Fund) was a necessary step to carry out a project of further growth”.

The legal advisor of the operation is Pedersoli Studio Legale (lawyer Ascanio Cibrario, lawyer Marcello Magro). Due diligence was conducted by PWC for accounting and tax aspects. Fhold was assisted by Studio Dondona of Turin. Made in Italy Fund is assisted by Banca Mediolanum Investment Banking as Financial Advisor.