(Finance) – The Board of Directors of Fincantieria publicly controlled Italian giant active in the shipbuilding sector, has resolved the proposal to delegate the increase in one or more times, in a divisible manner, for a fee, the social capital for a maximum amount of 400 million euros including any share premium, to be offered as an option to shareholders, and a related share split operation functional to the capital increase.
The resources are used to finance theacquisition of the Underwater Armaments & Systems (UAS) business Of Leonardo. The consideration for the acquisition is equal to the sum of 300 million fixed component relating to the Enterprise Value, subject to usual price adjustment mechanisms, in addition to a maximum of 115 million as a variable component upon the occurrence of certain growth conditions linked to the performance of the line of UAS business in 2024, for a total Enterprise Value of up to 415 million.
Fincantieri has communicated thesubscription commitment by the controlling shareholder CDP Equity and the establishment of a guarantee consortium made up of leading financial institutions. BNP Paribas, Intesa Sanpaolo, Jefferies, JP Morgan And Mediobanca in fact, they will act as Joint Global Coordinator and Joint Bookrunner on the basis of a pre-underwriting agreement signed with Fincantieri, concerning the commitment (under conditions in line with market practice for similar operations) to sign an underwriting agreement for the subscription and release of any new shares not subscribed following the auction of unexercised rights.
The delegation proposal also provides that the subscribers of the capital increase are to be paid assigned free of charge warrant to be exercised in the future based on a second tranche of capital increase for a maximum of 100 million.
The acquisition operation, which is added to that of Remazel Engineeringaccelerates and consolidates the group’s positioning as a leader in the underwater and naval defense sector in line with the announced strategy and follows a series of initiatives and industrial agreements already signed.
“We are extremely satisfied with this operation, which represents a crucial milestone in our equity story and in the implementation of Fincantieri’s underwater strategy for the next industrial cycle – commented theCEO Pierroberto Folgiero – Underwater technological autonomy and global executive capabilities, in this new geopolitical and industrial scenario, will be the distinctive factors that will allow Fincantieri’s potential to be fully exploited in the interest of the Group’s industrial and financial stakeholders”.