Compagnia dei Caribbean, a benefit company leader in the importation, development, brand building and distribution of premium and over-premium spirits, wines and soft drinks from all over the world, as well as Italian craft beers, announces – based on the agreements signed on 13 December 2022 for the acquisition of 100% of the share capital of Elephant Gin through its subsidiary Refined Brands – to have today acquired a further stake in Elephant (the “Tranche 2023”), equal to 26.28% of the related share capital, for a counter value of 4,098,360 euros.
Compagnia dei Caribbean – through Refined Brands Srl – is thus the owner of 51.57% of Elephant’s share capital and will proceed with the full consolidation of the investment starting from the date of acquisition of control. The company also announces that it has exercised the conversion option which provides for the option to settle part of the 2023 Tranche, for an amount not exceeding 50% of the total value due to some of Elephant’s historic shareholders, through the transfer of Compagnia dei Caribbean shares valued at a price of 4.26 euros per share.
The portion paid in treasury shares of Compagnia dei Caribbean to the selling shareholders amounts to a total of 1,712,119.56 euros for a number of shares equal to 401,906. In this regard, the company communicates that 50% of the shares transferred are subject to a lock-up restriction for the duration of 90 calendar days, 25% for a period of 12 months, while the remaining 25% for a total of 24 months. The remaining part of the equivalent value, equal to 2,386,240.44 euros, will be settled in cash through available resources.
The acquisition of the remaining 48.43% is expected to be notified to the sellers by Compagnia dei Caribbean within three months of its receipt of the revised 2023 financial statements of Elephant and in analogy to this tranche can be paid, for an amount not exceeding 50% of the relative consideration due to some historic shareholders of Elephant, in shares of Compagnia dei Caribbean. (Ticker)