The deal will consist in the merger of Fila spa (owner of coloured pencils, lapis, pens, play dough and self-hardening clay strong brands around the world) in Space spa, a Spac (Special purpose acquisition company) promoted by Space Holding srl and listed on the Italian Stock Exchange. Space will change its name in Fila, so that at the end Fila will be listed too (see here a previous post by BeBeez).
In case of approval of the business combination by the shareholders of Fila and Space, the holders of Space’s ordinary shares, that will not have voted in favour of the business combination, can still exit, exercising the right of withdrawal due to them against the payment of a withdrawal value per share of 9.928 euro.
The completion of the business combination will not take place, even if approved by the shareholders of Fila and Space, if any of the following termination conditions takes place: 1) the number of Space’s shares for which it is exercised the right of withdrawal, exceed 33% of the ordinary share capital of Space; 2) the total disbursement for Space, in the exercise by shareholders of the right of withdrawal exceeds 42,5 million euros.
Anyway it’s fair to expect few withdrawals. Actually Space’s shareholders not in favour of the business combination had time till last Feb 11th to exercise their put option rights, for the sale to Space of all or part of their shares at a 9.90 euro per share exercise price. But nobody of them did exercise the option (download here the press release)
If nobody of Space’s shareholders does vote against the business combination during the shareholders’ meeting and does not exercise then its withdrawal option, founding family Candela will dliute to a 52.2% stake in Fila’s capital and to 64.9% of voting rights (while Space, which means floating capital, owning a 34.5% stake; Vei private equity owning 10.4% and Spac’s sponsors 2.9%).
On the contrary, if withdrawal right is exercise for as much as allowed (33% of capital), the Candela family will dilute to a 54.9% stake and to 67.5% of voting rights (while Space’s shareholders will own 30.4%, Vei 10.9% and SPace’s sponsors 3.8%).