Further to the press releases dated 27 July, 10 October and 22 December 2022, Orsero S.p.A.informs that, on today’s date, it has executed the agreements respectively (i) for the purchase of 80% of the share capital of the French company Blampin S.a.s. (“Blampin” and jointly with its subsidiaries “Blampin Groupe”) and (ii) for the purchase of 100% of the share capital of the French company CAPEXO S.a.s.
The transactions were completed according to the terms of the respective agreements, in particular with the payment of the agreed amounts respectively as a "fixed consideration", equal to € 32 million, for the acquisition of 80% of Blampin and as a "base price” equal to €33 million for 100% of Capexo. Both the aforementioned payments took place in part through the use of the Group's available financial resources and in part through funding lines to support the M&A activity for a total of € 56.7 million, disbursed as part of the ESG-linked medium/long term loan granted by a pool of banks on 4 August 2022 (for further information on this loan, please refer to the Orsero press release dated 4 August 2022).
Both transactions also provide for a deferred consideration ("Earn-out") respectively: (i) as regards Blampin, up to a maximum of € 8 million, divided into 4 annual tranches of equal amount subject to and by reason of the achievement of profitability targets (Adjusted EBITDA) set for the fiscal years 2023, 2024, 2025 and 2026 and (ii) as regards Capexo, up to a maximum of € 11.6 million, divided into 3 annual tranches of equal amounts subject to and by reason of the achievement of profitability targets (Adjusted EBITDA) set for the three financial years which will end on June 30, 2023, 2024 and 2025 respectively.
The acquisitions lead the Group to reach in France similar sizes to Italy, with an estimated consolidated turnover of around € 450 million, an important coverage on all distribution channels and a commercial footprint focused on high-margin products.
It should also be noted that, as part of the Blampin transaction, it was signed a shareholding agreement (SHA) governing the post-acquisition governance (for which please refer to the press release of 22 December 2022) and the put&call option for the purchase of the portion of the share capital remaining in the hands of the Sellers at the closing date, equal to approximately 13.3%, to be exercised from 1/1/2027 until 31/12/2028. The consideration for this acquisition could currently be estimated at approximately € 7 million.
It should be remembered that the remaining 6.7% of the share capital of Blampin will remain in the ownership of a group of Blampin Groupe managers.
The companies to be acquired will be consolidated by Orsero starting from 1 January 2023.
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For more information:
www.orserogroup.it
