(Finance) – Relatech has completed, today, the acquisition of 81.66% of the capital of EFA AUTOMAZIONE, a company with specific skills in the communication and connectivity of machines and systems, and operates as a technology carrier through targeted products, solutions and services to the exchange of data between the two IT / OT (Operational Technology) worlds, an essential element for the realization of projects or models of digital innovation.
The operation is structured in two phases and provides for: a agreement with all current EFA members concerning the purchase of 81.66% of the capital (Majority Stake) for a total consideration of Euro 7,350,000.00, subject to the application of a price adjustment mechanism in favor of Relatech and based, inter alia, on a formula that takes into account the value of EFA’s NFP at the closing date; it’s a agreement with the current CEO of EFA Franco Andrighetti aimed at regulating, with effect from the completion of the closing relating to the First Tranche, his role as CEO of EFA, the governance of EFA; and the limits and rights of EFA shareholders in the event of the transfer of its shares.
The agreement with the Chief Executive Officer provides, inter alia, a lock-up period of the EFA stakes for a duration of 36 months from the purchase of the Majority Stake and the sale option rights in favor of Franco Andrighetti and the option of purchase in favor of Relatech (exercisable in certain anticipated time windows upon the occurrence of certain conditions) involving up to the entire residual shareholding (equal to 18.33% of the share capital of EFA) held by Andrighetti.
THE strike prices of put and call options – the company explains in a note – they are determined taking into account the final price per share as well as other parameters agreed between the parties with reference to the different circumstances (including the achievement of certain average EBIT levels of EFA in the next financial years). In the event of the exercise of the aforementioned put and call options, Andrighetti, where requested by Relatech, will resign from the office of Chief Executive Officer.
In case of exercise of the put and call options Relatech may, at its discretion, pay the related consideration in cash; or for a quota equal to 50% cash and a quota equal to 50% in Relatech shares valued at a price conventionally identified between the parties that takes into account the average of the daily prices weighted by the volumes of the month prior to the closing. In the event of payment (in whole or in part) in Relatech shares, these shares will be subject to a lock-up period lasting 6 (six) months from the grant date.