Intercos, a leading third-party producer of colour cosmetics for international brands, filed a request yesterday evening to Borsa Italiana for admission to listing its shares on the Italian Stock Exchange (download here the press release).
Founded and controlled by Dario and Arabella Ferrari in 1972, Intercos is partecipated with a 7.4% stake by Tamburi Investment Partners. The latter, an Italian investment company listed at the Italian Stock Exchange, owns a 17.4% in Dafe 4000 srl, one the veichles through which the Ferrari family controls Intercos. Dafe 4000 srl owns a 41.17% stake in Intercos.
Last March Paris-listed investment company Eurazeo sold back to Dario Ferrari its 32.4% stake in the capital of Intercos for a total consideration of 26.6 million euros to be paid in three tranches until March 2016 with an adjustment mechanism of the price (earn-out) linked to company’s results in 2015 ( download here the press release). Eurazeo in turn invested in Intercos in 2007 through Euraleo, a 50-50 joint venture between Eurazeo and Italian investment bank Banca Leonardo, Eurazeo took full control of Euraleo in September 2011,
Intercos is the world’s leading third-party producer of lipsticks, eyeshadow, mascara, foundation and powders for the leading international cosmetic brands. Revenues in 2013 totalled 329,8 million euros (up from 296,1 millions in 2012), an ebitda of 48.3 millions (from 46.9 millions) and a net financial debt of 188 millions (from 195.9 millions). The company is said to be valued an enterprise value of 650 million euros or 12x the ebitda expected for 2014 (55 millions).
Last September 5, Intercos extraordinary sharholders’ meeting voted a capital increase to serve the ipo and actual shareholders renounced to their rights in order to allow new investors to enter Intercos’ capital, MF-Milano Finanza writes today.
More in detail, the capital increase together with the sale of shares by actual shareholders, will allow Interco to reach the required floating capital (at least 35% after listing) to be admitted to listing to the Italian Stock Exchange and to enter the Star index.
The offer will be reserved to institutial investors both iItalian and international and will be 50% a capital increase and 50% a sale. Actually the shareholders meeting voted the issue of 20 millions of new shares to be added to existing 91,3 million shares, so capital increase is for a 18% of Intercos capital post capital increase (that is 111 millions shares). As floating capital is to be at least 35%, this means that actual shareholders have to sell at least a similar stake of the capital.
«Minimum subscribing price for wach share should be fixed in a measure not below to the correspondent fraction of the equity value resulting fro 2013 Interos’ financial statements that is 0.7651 euro per share, including surcharge”, minutes of September 5 meeting say. This means that the minimum value of Intercos capital increase will be 15.3 million euros, which is a pure formal figure as Intercos’ equity value should be around 460 millions.
FInancial advisor to Intercos for the deal is Rotschild, while joint coordinators for the offer are Banca Imi, Bank of America Merrill Lynch and Ubs. The latter are all bookrunners too together with Bnp Paribas. Banca Imi is also sponsor. On the leagal issues, advisors to Intercos are Lombardi Molinari Segni and Dla Piper law firms, while banks are advised by Linklaters.
