A last hour offer was delivered yesterday on the table of the Board of Directors of Nuovo Trasporto Viaggiatori (Ntv), the Italian high-speed rail operator, owner of the Italo trains, which is due to list on the Italian Stock Exchange by the end of this month with a 35-40% floating capital.
Global Infrastructure Partners III Funds is actually ready to pay 1.9 billion euros for 100% of Ntv’s equity (see here the press release) , which means a 2.4 billion euros enterprise value, including debt or 550 million euros of bonds. This is a higher figure than the one estimated by analysts who thought of an equity value about 1.7 billion euros and 2.15 billions enterprise value (see here a previous post by BeBeez). The offer also allows actual shareholders to reinvest for a maximum of 25% stake in the company.
The press release actually states that “the Offer includes:
- the possibility for its recipients to reinvest up to a maximum of 25% of the proceeds deriving from the sale on the same terms applying to the purchase envisaged by GIP. This possibility to reinvest can be exercised by one or more recipients of the Offer, without prejudice to the maximum limit of 25%, meaning that, upon completion of the reinvestment, GIP shall hold at least a 75% shareholding in the Company;
- the granting of a put option for the sale of the entire reinvestment, to be exercised, as per 50% of the reinvestment, after the third year and, as per the remaining 50%, after the fifth year, on terms and conditions to be previously agreed;
- the wish that the incumbent Chairman (Mr. Luca Cordero di Montezemolo) and ceo (Mr. Flavio Cattaneo) retain their managing role in Italo;
- the willingness to consider, upon completion of the potential purchase, an incentive plan to the benefits of executives and employees”.
So today afternoon the Ntv’s Board will meet to decide about GIP’s offer which is expiring tomorrow Feb 7th. Ntv is now controlled by Intesa Sanpaolo with a 19.2% stake, Diego della Valle (17.4%, through MDP Holding Due srl and FA.DEL. srl), Generali Financial Holdings (14.6%, through Allegro sarl), Peninsula Capital (12.4%, through PII1 sarl), Luca Cordero di Montezemolo (12.4%, through MDP Holding Uno srl and MDP Holding Quattro srl), Gianni Punzo (8%, through MDP Holding Tre srl), Isabella Seragnoli (5.8%, through Mais spa), Flavio Cattaneo (4.9% through Partind srl or 5.1% including the indirect stake in PII1 sarl) and Alberto Bombassei (4.9%, through Nuova Fourb srl).
Ntv reached 454.9 million euros in revenues in 2017 (from 364.4 millions in 2016) , with 155.7 millions in adjusted ebitda (from 95 millions) and 33.8 million euros net profit (from 32.7 millions), with a net financial debt of 443 million euros (from 546 million euros).
Global Infrastructure Partners has about 40 billion euros of assets under management. GIP III fund raised 15.8 billion dollars last Spring in its final closing. GIP invests in energy, transport, water and waste maangement. In the trasport sector GIP has now holdings in London Gatwick and Edimboug airports; in the international terminal container management group Terminal Investment Limited; in the Melbourne Port in Australia; and in the major Australian freight rail manager Pacific National. Previously GIP used to have holdings in the London City Airport and in the Brisbane Port in Australia.