Sanlorenzo S.p.A. ("Sanlorenzo") and Sawa S.r.l. ("Sawa"), a company controlled by Leonardo Ferragamo, announce the signing of a Binding Agreement (the "Agreement"), which provides for the sale by Sawa and the purchase by Sanlorenzo of 100% of Nautor Swan S.r.l. and indirectly of its subsidiaries included in the acquisition perimeter ("Nautor Swan Group"), which counts13 companies located in 7 countries (Finland, Italy, Spain, Principality of Monaco, United Kingdom, United States and Australia).
Nautor Swan Group is primarily engaged in the design, construction, sale and refit of top-end sailing yachts under Swan, Maxi Swan, and ClubSwan brands, as well as motor yachts under Shadow and Arrow brands.
Transaction Terms
Sanlorenzo commits to purchase from Sawa, which commits to sell, 100% of the shares of Nautor Swan Group, in two tranches:
·60% of the shares at the First Closing, shortly after the signing of the Binding Agreement,for€48.5 million, equivalent to the pro-rata of an agreed Equity Value of €80.9 million ("First ClosingEquity Value"), determined on the basisof an Enterprise Value ("EV") of €90.0 million and an Adjusted NFP as of 31 December 2023 equal to €9.1 million.
·40% of the shares at the Second Closing, by 30 April 2028 (based on the FY2027 financial results), valued at the higher of the First Closing Equity Value and the Equity valuation resulting from 9x EV/EBITDA multiple.
Payment Terms
For each Closing, the parties have agreed to the payment of 2/3 in cash and 1/3 in shares through a Capital Increase with exclusion of the pre-emptive rights, reserved toSawa, unless technical difficulties arise preventing its prompt execution. The issue price of the Sanlorenzo shares is valued at the simple average of the closing prices of the stock market in the 30 calendar days preceding the relevant Closing.
The Agreement is subject to condition precedentsto be fulfilled by Sawabetween the signing of the Agreement and the First Closing,in favor of Sanlorenzo.
Post-acquisition, Massimo Perotti, as CEO, and Giovanni Pomati, as co-CEO, will headNautor Swan Group. Leonardo Ferragamo will retain his role as Chairman of Nautor Swan.
Massimo Perotti, Chairman and CEO of Sanlorenzo, stated: «The signing of this agreement represents the achievement of another key milestone in our strategy. Over the past few months, we have developed a solid business plan, in terms of product development and synergies implemented in technology, production, and sales, as well as economies of scale, working together with Leonardo Ferragamoand Nautor Swan’s management,who have transformed the shipyard and its yachts into a globally desired iconic brand. We are talking about an ultra-exclusive niche brand whose philosophy is perfectly consistent with that of Sanlorenzo. Swan's heritage is recognised worldwide for its key elements: elegance, quality, performancecombined with construction solidity thanks to advanced engineering techniques, innovation and unparalleled seaworthiness. Just like for Sanlorenzo, it is important to keep fueling this heritage, always preserving the brand's tradition and exclusivity, respecting NautorSwan’s legacy ofknow-how andexperience. With the acquisition of NautorSwan, Sanlorenzo will really go into highgear inits“Road to 2030”: we are pioneers in sustainable yachting, at the forefront of applied research of carbon-neutral technologies based on the use of green hydrogen and methanol; in synergy with Swan sailing yachts–already sustainable–our product development will open up a new market segment that does not exist today. The union of Sanlorenzo and NautorSwan brands– each with its own exclusive and limited offer, aimed at its own club of connoisseurs, without any product portfolio overlap–will create a unique yachting hub in the world. The best of motor and sailing yachts.»
Leonardo Ferragamo, Chairman of Nautor Swan, stated: «Over the past 26 years, together with many wonderful people, we have dedicated ourselves to develop and transform this already well known and iconic shipyard into an international brand recognised for quality, elegance and reliability, key elements at the heart of Nautor Swan. This includes four different yacht lines, services and dedicated sports management at global level, as well as the creation of ClubSwan, the yacht club that brings together our owners and many sailing yachtsmen who are fond of the values that Swan has always fostered. Today my goal is to set this brand, beloved and respected world-wide, on the path to perpetuity, entrusting it to a world leadingluxury yachting group, led by Massimo Perotti – one of the most brilliant entrepreneurs in the sector – to reach itsfull potential leveraging on what we built with passion and dedication over the years. Keeping a significant minority share will also allow myself to keeptransferring culture, knowledge and experience collected over the years, benefiting all the people working in the company,the over 2,300 Swan owners worldwide and the many others who dream of being part of it.»
The law firm Musumeci, Altara, Desana eAssociatiassisted Sanlorenzo onthe legal matters of the transaction and the negotiation of the related contracts. Sanlorenzo was also assisted by Mediobanca as financial advisor of the transaction, by Deloitte for financial due diligence, by Andersen Italia for tax-relatedmatters, and by Mr. Riccardo Cimaas industrial advisor.
The law firm Visconti &Associati assisted Sawa in managing all the legal matters of the transaction and the negotiation of the related contracts. Sawa was also assisted by CC&Soci as financial advisor forthe transactionand by Heritage Holdings as strategic advisor.