Management & Capitali (M&C), an investment company listed at the italian Stock Exchange and controlled by financier Carlo De Benedetti (with a 53% stake through Sper spa), is finally ready to buy complete control of Treofan, a global leader in biaxially oriented polypropylene (BOPP) of which M&C owns a 41.6% stake already.
M&C was thinking to sell its stake last July, but then changed its mind and announced its decision to buy the whole control of the company last October instead (see here a previuos post by BeBeez) and M&C finally announced some days ago it signed an agreement with the other major shareholders to buy their stakes (seea here the press release).
More in detail M&C will buy a 23.49% stake in Treofan from ELQ Investors (Goldman Sachs) and a 22.63% stake from Merced Partners Limited Parternship and Merced Partners II. ELQ and Merced together with M&C took control of Treofan in 2009 in a debt to equity swap of about 170 million euros of high yield bonds.
Thanks to that deal M&C will then own an 87,71% stake in Treofan and said it is ready to raise it till 100% if the minoirity shareholders owning together the remaining 12.28% of Treofan’s capital will choose to sell thier stakes to M&C.
So M&C will spend between 41 million and 46,1 million euros on the deal depending on the fact that minorities will sell their stakes or not.
M&C has been supported by Orsingher Ortu law firm and by Hengeler Mueller in Munich as for the leagl issues of the deal-
In the meantime M&C called its extraordinary meeting next January 31st in order to discuss and vote on a 30.55 million euros capital increase to support the deal, a change of its corporate mission and the move from Miv (the specific market of the Italian Stock Exchange dedicated to investment veichles) to Mta (the principal market).
M&C’s interim report at Sep. 30th explains that M&C had net liquid assets for 19.1 million euros (from 17.1 millions as for Dec. 31st 2015) after 3.5 million euros coming from selling its stake in Idea Efficienza Energetica fund (si veda altro articolo di BeBeez).
M&C, besides being controlled by Carlo De Benedetti, is partecipated by Compagnie Financière La Luxembourgeoise (9,2%), Tamburi Investments Partners (3.4%) and Veneto Banca (2%) with a 13,5% stake in its own shares. M&C stock closed at 0,167 euro yesaterday in Milan (-0.6%) with a 79,2 million euros market capitalization.
Treofan recorded 319.9 million euros in revenues in nine months this year, down by 1.8% from 325.9 millions in the nine moths of 2015, with 32.6 million euros of ebitda in a 25.9% jump from 25..9 millions in nine months in 2015 and had a 50.7 million euros net financial debt (net of shareholders loans) from 56 millions at the end of 2015.