The Carraro family launches a voluntary takeover bid on the listed company of the same name, aimed at delisting. This was announced by a note from the company. The bidder will pay a consideration equal to € 2.40 for each share tendered to the offer, a price not far from the share price of the last few days (the premium on the price of the last session is 1.26%), but more consistent if compared to the average of the last quarter for a stock that from 1.56 euros at the beginning of the year has already recorded an appreciation of around 50%. The stock has aligned with the price ofOpa overcame it, accounting for an expectation of a relaunch by the market. The bidder is Fly srl, a company indirectly controlled by Enrico and Tomaso Carraro.
The takeover bid is aimed at acquiring all the ordinary shares of Carraro spa – less the majority shareholding already held and the treasury shares – equal to a total of 21,331,916 ordinary shares of the issuer representing 26.76% of the share capital and to obtain revocation from listing on the electronic stock market. The maximum expected outlay, to support which a credit line has been activated with Banco Bpm, is 51,196,154 euros. The consideration offered is understood to be “cum dividend”: in the event that the dividend proposed by the board of directors of Carraro for 2020 (equal to about 15 cents per share) to be paid before the payment of the offer, the latter will be deducted from the price of the takeover bid (which should therefore fall to 2.25 euros ).
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The offer by the Carraro family concerns the 21,331,916 ordinary Carraro shares in circulation, equal to 26.76% of the share capital, and is “exclusively subject” to the fact that the subscriptions concern a total number of shares such as to allow the offeror to come and hold, possibly also jointly with the persons acting in concert, «an overall shareholding of more than 95% of the issuer’s share capital». In the event that the condition of effectiveness does not occur at the end of the subscription period – the note specifies – the bidder “may renounce it, in whole or in part, at its sole discretion (and subject to agreement with the lending bank) being in any case, understood that the bidder declares as of now that it will not renounce the condition of effectiveness where the percentage reached is equal to or less than 90 percent “.
The bidder, Fly srl, is currently controlled by Finaid, but the latter will sell part of the stake to the persons acting in concert so that the capital of Fly is held 49.7% by Finaid, 45.7% by Julia Dora Koranyi Arudini and 4.5% by Enrico and Tomaso Carraro. Finaid is in turn 65% controlled by the latter while the remaining 35% is held by other shareholders with Finaid owning 18.5% of the treasury shares.
The Paduan group, active in the sector of transmission systems for off-highway vehicles and specialized tractors, closed 2020 with a loss of 3.3 million euros (-0.7% of turnover), down from the profit for 8.1 million in 2019 (+ 1.5% on turnover) and consolidated turnover down 13% to 478.7 million, mostly due to production lockdowns imposed globally to stem the pandemic. Furthermore, the Ebit fell by 46% to 12.2 million (from 22.5 million) and the Ebitda fell by 23.7% to 32.6 million (6.8% of turnover), while the Adjusted EBITDA, net of non-ordinary effects, fell from 43.9 to 37 million. The consolidated net financial position showed a debt of 143.8 million, an improvement from the 149.6 million of June 30, but worsening compared to the debt of 123.6 million in 2019. The company reported that «the first half of 2021 highlights a order book growing thanks to the positive trend of all reference markets “and that” the strong recovery in all reference markets, and overall in the entire industrial world, is significantly impacting supply flows, causing inefficiencies in the entire system productive “.