MARCOLIN: PAI Partners to acquire 78.4% of the share capital

News published on October Tuesday 16, 2012
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In accordance with some rumours last week, PAI Partners finally announced the acquisition of 78.4% of the Italian eyewear manufacturer for EUR207m (i.e. EUR4.25 per share). As expected, major shareholders (Della Valle brothers and the Marcolin family) agreed to sell their stakes. Following this purchase, PAI Partners will launch a mandatory public tender offer on Marcolin’s remaining shares.

ANALYSIS

  • As rumoured last week (cf. our comment dated October 9th), the private equity firm PAI Partners finally announced yesterday the agreement for the acquisition of 78.4% of the share capital of Marcolin. The agreed price of EUR4.25 per share implies a deal amount of EUR207m, which is significantly lower than the EUR300m anticipated by some analysts. PAI Partners hired four bank to finance its LBO: Banca IMI, UniCredit, Natixis and IKB Deutsche Industriebank.
  • Despite this modest amount, all the parties belonging to Marcolin’s Shareholders’ Agreement (i.e. Diego and Andrea Della Valle, the Marcolin family and Antonio Abete) have signed this agreement. These sellers will in return subscribe to an indirect stake of 15% of Cristallo, which is a company indirectly controlled by PAI Partners that is acquiring Marcolin. As expected, Cristallo will then launch a takeover bid on the remainder of the shares in order to delist Marcolin.
  • As a reminder Marcolin reached FY11 sales of EUR224m (+10.4% LFL) with EBIT of EUR24.9m (EBIT margin of 11.1%). However, in H1 12 the Italian eyewear producer was particularly hit by the tough environment (sales in Europe declined by 15%) and by the loss of two licences (i.e. Ferrari and John Galliano). Based on FY12 Bloomberg estimates (FY sales of EUR228.5m and FY EBIT of EUR27m), the deal to acquire 100% of Marcolin (c. EUR264m) would value the company at 1.2x 2012e EV/sales and 9.8x 2012 EV/EBIT.
NEXT CATALYSTS
  • Luxottica will release its 9M 12 results on October 25th, 2012.

Cédric Rossi, crossi@bryangarnier.com

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