B&C Speakers S.p.A.:
The B&C Speakers Group continues its strategic development project by acquiring Eminence Speaker, a historic US player in the professional loudspeaker-manufacturing sector.
The acquisition is achieved through two simultaneous operations:
- B&C Speakers S.p.A. acquires 100% of the share capital of Eminence Speaker LLC, based in Kentucky, U.S.A., from Eminence Holding LLC;
- B&C Speakers S.p.A. signs a binding commitment to purchase the assets of Eminence Dongguan Enterprise Co. Ltd (APA, Asset Purchase Agreement), a company based in Dongguan, China, entirely controlled by Eminence Holding LLC.
Bagno a Ripoli (Florence), 8 September 2023 - B&C Speakers S.p.A., one of the leading interna onal operators in the design, produc on, distribu on and marke ng of electro-acous c transducers for professional use - listed on the Euronext STAR Milan segment of the Italian Stock Exchange - announces that it has accomplished a further important step in its development and interna onalisa on strategy.
B&C Speakers S.p.A. today has acquired 100% of the share capital of Eminence Speaker LLC (a company incorporated under US law) from Eminence Holdings LLC and, simultaneously, commi ed itself to purchase from Eminence Dongguan Enterprise Co. Ltd, (also owned by of Eminence Holdings LLC), a signiﬁcant por on of its assets through a NewCo (whose establishment is an essen al condi on for the accomplishment of the agreement) en rely owned by B&C.
The establishment of NewCo, with the consequent purchase of the assets (Asset Purchase Agreement, APA) from Eminence Dongguan Enterprise Co. Ltd, represents an opera on aimed at acquiring the produc on factors that are considered strategic to consolidate and expand, through addi onal investments, the business volume achieved on the Asian market by the Eminence brand.
Eminence Speaker LLC has a workforce of about 90 employees and operates in the design and manufacture of electro-acous c transducers for professional use in the musical instruments (Musical Instruments, MI), alarm systems and car audio a er market. The company was established in 1966 at the ini a ve of Bob Gault and, since the 1990s under the leadership of his son Robert, has established itself as an interna onally recognised brand.
The Eminence brand is currently marketed in over ﬁ y countries, mainly through the OEM channel.
The two transac ons described above represent a signiﬁcant step forward in the interna onalisa on strategy of B&C Speakers. Their aims can be summarised as follows:
- Availability of an addi onal brand, historically present and deeply rooted in the professional audio market in the United States, especially in the musical instruments
sector where B&C hasn't been par cularly impac ul;
- Strengthening the Eminence brand worldwide, through marke ng ac ons and by launching new products;
- Availability of produc on facili es in geographical areas where B&C Speakers has been opera ng commercially for years successfully, which can oﬀer interes ng opportuni es to expand, streamline and shorten supply chains in South-East Asia. Having two new produc on facili es will oﬀer the possibility to manage the reshoring process that mainly aﬀects North American manufacturing.
Lorenzo Coppini, CEO of B&C Speakers commented: "This acquisi on allows the B&C Group to strengthen its interna onal presence, also oﬀering the opportunity to relaunch and enhance an iconic American brand. By joining forces, we can exploit strong synergies, as happened with the acquisi on of Eighteen Sound in 2018. We can oﬀer our customers a broader range of world-class products and build them where they need."
The considera on agreed for the two transac ons described above is $4,495,000 and B&C Speakers ﬁnanced it by using its own ﬁnancial resources.
In par cular, the considera on, already paid to Eminence Holdings LLC, for the en re share capital of Eminence Speaker LLC is $3,551,000, also including the Net Financial Posi on, while the considera on for the acquisi on of part of the assets (consis ng of inventories and tangible assets) from Eminence Dongguan Enterprise Co. Ltd is $943,000, and will be recognised by B&C Speakers China (NewCo) as the establishment process is completed.
In the year 2022, Eminence Speaker LLC recorded revenue of $11,900 thousand and EBITDA of $481 thousand; also in the year 2022, Eminence Dongguang Enterprise Co.Ltd recorded revenue of $6,526 thousand and EBITDA of $1,119 thousand.
In this transac ons, B&C Speakers S.p.A. was advised by KT&Partners as Financial Advisor, by the law ﬁrms Nelson Mullins Riley and Scarborough LLP for aspects of US law, and by GWA for aspects of Chinese law. Deloi e provided the due diligence ac vi es.
The transac ons do not require the prepara on of the Informa on Document pursuant to Ar cle 71 of the Issuers' Regula on adopted by Consob with resolu on No. 11971 of 14 May 1999 and subsequent amendments and addi ons, as the signiﬁcance parameters with respect to the size of the Issuer, indicated for this type of transac on in Annex 3B of the Issuers' Regula on itself, are not exceeded.
B&C Speakers S.p.A. is a leading interna onal player in the design, produc on, distribu on and marke ng of electro-acous c transducers for professional use (the main components of cabinets for the reproduc on of music, commonly known as loudspeakers) mainly intended for manufacturers of ﬁnished professional audio systems (Original Equipment Manufacturer, OEM). With about 185 employees, of which about 10% in the Research and Development Department, B&C Speakers carries out all design, produc on, marke ng and control ac vi es under the Group's brands: B&C, 18SOUND and CIARE, at its headquarters in Florence and Reggio Emilia. Most of the products are developed on the speciﬁc needs of the main customers. B&C Speakers is also present in the USA and Brazil through two subsidiaries that carry out commercial ac vi es.
B&C Speakers S.p.A.
Lorenzo Coppini (Investor Relator),
Phone: +39 055 65721
B&C Speakers S.p.A. published this content on 08 September 2023 and is solely responsible for the information contained therein. Distributed by, unedited and unaltered, on 08 September 2023 16:04:03 UTC.