Two and a half years after its debut, Labomar leaves Piazza Affari and takes the private equity train. Lbm next, a newco owned by Lbm (controlling holding of Labomar itself, attributable to the president, managing director and founder Walter Bertin) and by Claudio de Nadai (shareholder of the first hour of the company), launches a voluntary and totalitarian takeover bid at 10 euros per share, for a maximum value of approximately 60 million euros. The takeover bid is promoted in concert with the vehicle Ccp n.72 limited, a British vehicle controlled by Charterhouse, Lbm Holding, Claudio De Nadai and
Master Lab (the latter is the anchor Investor who has supported Labomar since its entry on the Stock Exchange) and Bertin himself. The goal is the delisting of the nutraceutical company, which had landed on Aim (the current Egm) in October 2020 at a price of 6 euros per share, placing 4,983,250 ordinary shares for a value of 29.9 million euros.
“I am very satisfied with the experience during the listing period, and I trust that the Investors who have believed in our project from the beginning are equally satisfied, for this I thank them – he explains Walter Bertin -. But I also believe that, in a historical moment like the present one, marked by the need to act quickly and
determination, in order to be able to seize all the development opportunities that the market grants us, it is necessary to share the decisions that shareholders and directors are constantly called upon to make more quickly, with great flexibility, and with a united purpose. The prospect of a partnership with a leading private fund
international equity such as Charterhouse aims to achieve these objectives».
The offer relates to a maximum of 5,987,486 shares, representing 32.393% of the share capital of Labomar; this is the total number of shares on the market, less the stakes of LBM Holding and Claudio De Nadai which, subject to the success of the operation, will be contributed. The offer is conditional on the achievement of a threshold of 90% of the shares (74% is already in the
ownership of LBM holding, Master Lab and Claudio De Nadai): in the event of success, the shareholders who accept the offer will receive, as mentioned, a consideration equal to 10 euros per share (with a premium of 14.1% compared to the last Friday’s official closing).
A contribution of 59.874 million euros is envisaged, by way of payment into the future capital increase account “aimed at providing the bidder with the financial funding necessary for the payment of the maximum disbursement of the offer”. Among other things, the adoption of a new shareholders’ agreement is envisaged, essentially aimed at regulating the future corporate
governance of Lbm Next and an inseparable capital increase against payment in kind for 124.965 million reserved for Lbm and CDN (it currently holds 0.5% of the capital). The membership period will be agreed with the Consob and will last between 15 and 40 days. Lbm Next is assisted by Intesa Sanpaolo Divisione IMI-CIB as financial advisor and by Pavia e Ansaldo Studio Legale as legal advisor. Charterhouse is assisted by Gianni & Origoni as legal advisor. The operation «from a strategic and commercial point of view, the offer is aimed at the realization of a project of growth and development of the business of the issuer and its subsidiaries through the integration of the entrepreneurial skills of the relevant shareholders».
