Acquisition of a majority stake in Piemme by Gowan and launch of a mandatory tender offer on Isagro shares

Acquisition of a majority stake in Piemme by Gowan and launch of a mandatory tender offer on Isagro shares

On March 7th, 2021, the shareholders of Piemme have reached an agreement to sell approximately 99.9% of their shareholding in Piemme to Gowan (the “Transaction”). In the context of the Transaction, Gowan will also acquire c. 12% of the outstanding growth shares, directly owned by the Basile family. The Transaction is subject to customary regulatory conditions and closing is expected by the end of 1H-2021
       
Following the closing of the Transaction, a mandatory tender offer (the “MTO”) will be launched on all the remaining outstanding shares of Isagro (currently representing c. 46% of the ordinary shares and c. 84% of the growth shares). The purchase price of the MTO will be €2.76 per share, which represents a premium of c. 143% and c. 149% over the average trading price of Isagro’s ordinary shares over the past three and six months, as well as a premium of c. 180% and c. 203% over the average trading price of Isagro’s growth shares over the past three and six months and values the Equity of Isagro at €106.9m
       
The goal of the MTO is to achieve a delisting from the Milan Stock Exchange and the integration of Isagro within the Gowan group.
       
Mediobanca is acting as Financial Advisor to Gowan. Furthermore, Mediobanca will support Gowan in the MTO process acting also as Offer Intermediary, Cash Depositary Bank and Open-Market Purchaser.
       
The deal testifies Mediobanca unparallel positioning in complex cross-border transactions and confirms Mediobanca Mid Corporate team as the reference point for international groups willing to invest in Italian SMEs.