Italo – Nuovo Trasporto Viaggiatori (Ntv)‘s shareholders decided yesterday to accept ast-hour offer received by Global Infrastructure Partners III fund to buy 100% of the company just days before listing at the Italian Stock Exchange (see here a previous post by BeBeez), Ntv said yesterday evening in a press release.
GIP’s offer was delivered to Ntv’s Board of Directors on Monday Feb 5th and Ntv said on Tue 6th that an answer would have bben givern by yesterday just before the scheduled deadline (see here a previous post by BeBeez).
So this morning Ntv’s BoD will meet to withdraw Ntv’s application for the publication of the Listing prospectus filed with Consob and for the admission to listing of Italo’s shares filed with Borsa Italiana. The sale and purchase agreement will be signed by February 11th.
Ntv also said that GIP raised its offer by 80 million euros to a total of 1,98 billion euros, including a 1,94 billion euros equity value (or about 2.4 billions enterprise value, including a 443 million net financial debt) plus 30 million euros of dividends that will be paid to actual shareholders as stated by Ntv’s general meeting last Jan 19th plus 10 million euros to cover expense sin connection with the interrupted listing process.
A sit was already announced, actual shareholders are allowed 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;
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