Marcolin: an agreement with PAI Partners has been reached
October 15 2012
The agreement providing for the purchase of a majority stake in the eyewear manufacturer has been concluded PAI Partners S.A.S. ("PAI Partners"), leading private equity operator at the European level, has entered into an agreement relating to the acquisition of a majority stake in Marcolin S.p.A. ("Marcolin" or the "Company"), Italian manufacturer of sun glasses and prescription glasses and related accessories, through a leveraged buy-out transaction in one of the main investment sectors. The purchase will be made by Cristallo S.p.A. ("Cristallo"), a company indirectly controlled by investment funds managed by PAI Partners (the "PAI Funds"), which has undertaken to purchase a stake of No. 48,713,376 shares representing 78.39% of Marcolin's share capital at a price of € 4.25 per share for an overall total amount of € 207,031,848 (the "Transaction") from the shareholders adhering to the Marcolin shareholders' agreement (the Marcolin family, Andrea and Diego Della Valle) and Antonio Abete (the "Sellers"). Pursuant to the contract entered into between the parties (the "Contract"), the conclusion of the Transaction is subject to the following conditions precedent: approval by the competent antitrust authorities and issue of the loan for the Transaction already stipulated by the buyer. At the current state of affairs, the Transaction is expected to be completed by the end of November. Following the completion of the Transaction, Cristallo will launch a mandatory full public tender offer on the residual part of Marcolin's share capital pursuant to art. 106 of Legislative Decree No. 58 of 1998 (the "Offer") at a price of € 4.25 per share, corresponding to the price that will be paid to the Sellers under the Contract. Cristallo intends to pursue the delisting of Marcolin's shares.
Upon completion of the Transaction, some of the Sellers (namely, Giovanni, Cirillo and Maurizio Marcolin, Andrea and Diego Della Valle, and Antonio Abete) (the "Reinvesting Shareholders") will acquire an indirect stake in Cristallo equal to 15% in total, subject to the same financial terms as the PAI Funds. The investment agreement between the PAI Funds and the Reinvesting Shareholders shall govern the terms and conditions of the respective investments relating to the Transaction financing, the Offer and the subsequent steps aimed at the delisting of Marcolin and provides, among other things, the signature of a shareholders' agreement upon closing the Transaction. The said agreement, which will be published pursuant to art. 122 of Legislative Decree No. 58 of 1998, will provide, among other things:- a composition of the Board of Directors and of the Board of Statutory Auditors of Marcolin, Cristallo and the other companies involved in the ownership structure such as to guarantee the appointment of members designated by the Reinvesting Shareholders; - a three-year lock-up period, rights and obligations of joint sale and pre-emption. Marcolin is a leading Italian company operating in the eyewear sector and undergoing a fast growth.
Marcolin is a manufacturer of sunglasses and prescription glasses for global brands such as Tom Ford, Roberto Cavalli and Just Cavalli, Diesel, Montblanc, Tod's and Hogan, Balenciaga, Swarovski, Timberland, DSquared2 and Kenneth Cole. The Company, founded in 1961 by Giovanni Marcolin, has its registered office in Longarone (Belluno – Italy). It has offices in Europe, as well as in the United States, Hong Kong, Japan and Brazil. In 2011, the Company recorded a turnover of € 224.1 million and an EBITDA of € 34.2 million, up by 9% and 14% respectively compared to the previous year. PAI Partners will support Marcolin in its next growth phase, investing in the Company's international expansion and in long-term agreements with the leading brands. The consumer sector is one of PAI's main investment areas, which can boast successful ventures linked to leading consumer brands such as: the Coin Group, among the Italian leaders in the retail sale in the fashion sector; The Nuance Group, the world's third largest group in the airport retail sector; United Biscuits, the largest biscuit producer in the United Kingdom; Yoplait, one of the top 20 consumer brands in the world. Raffaele R. Vitale, partner to PAI Partners, has stated: "We are delighted to be able to enter into partnership with Marcolin. It is a high quality company, with excellent growth prospects, as well as a core investment, in one of the areas where PAI is most focused and experienced. We see an excellent potential for the development of the business in Europe as well as in the United States and especially in the emerging markets, where the product demand is growing rapidly. Our cooperation with the Marcolin family, as well as with Diego and Andrea Della Valle and Antonio Abete, in relation to this investment is crucial in order to support the business expansion. The Marcolin family has always shown a great level of commitment towards the Company and we find it especially important to involve, now and in the future, Maurizio Marcolin as head of the licensing and brand relations department. We are naturally very pleased to be able to pursue the Company's development under the leadership of Giovanni Zoppas, whom we know well and with whom we have collaborated successfully in the past".
Giovanni Marcolin Coffen, President of Marcolin, stated: "PAI Partners has a proven track record with similar businesses to Marcolin. I am confident that they will be able to provide significant added value to the Company, supporting our internationalisation and consolidating our strong position on the market". PAI was assisted in the Transaction by Mediobanca, Banca IMI and Unicredit, in their capacity as financial advisors, and by the firm Pedersoli e Associati, for the legal aspects, while on the Sellers' side, the law firm Bonelli Erede Pappalardo, the firm Macellari and the firm Zulli Tabanelli e Associati all made their contribution within their purview. BancaIMI, Unicredit, Natixis and IKB participate within the scope of the Transaction financing. With regards to the Transaction financing, Linklaters provided assistance to the lending banks, while Allen & Overy assisted PAI Partners. New Deal Advisors took care of the accounting and tax due diligence.