S.A. D'Ieteren N.V. (ENXTBR:DIE) made an offer to acquire 59% stake in Moleskine SpA (BIT:MSK) from Syntegra Capital Fund III LP managed by Syntegra Capital, Index Ventures Growth I, L.P. managed by Index Ventures and others for approximately €300 million on September 22, 2016. The offer per share is €2.40 per share. In a related deal, S.A. D'Ieteren N.V. (ENXTBR:DIE) signed an agreement to acquire a 41% stake in Moleskine SpA (BIT:MSK) from Appunti S. à r.l. and Pentavest S. à r.l. for approximately €200 million on September 22, 2016.

The transaction will be financed through a combination of available cash and bank debt. The offer has no minimum threshold of ownership and is to be launched in the course of fourth quarter of 2016. If the necessary threshold is reached, D'Ieteren intends to delist Moleskine from the Milan stock exchange.

The syndicated loan is arranged by Bnp Paribas Securities Services. Nicholas Lasagna, Alessandro Elisio, Russel Joseph and Alessandro Capogrosso of Simmons & Simmons acted as legal advisor to BNP Paribas. Irving Bellotti, Antonio M. Perdichizzi and Luigi Labbate of Rothschild acted as financial advisors to Syntegra Capital and Index Ventures.

Raynaud & Associes acted as legal advisor to Syntegra. Rothschild acted as financial advisor while Carlo de Vito Piscicelli, Alessandro Gennarino, Roberto Bonsignore, Pietro Fioruzzi, Gerolamo da Passano, Gianpaolo Scandone, David Singer, Nicolette Lotrionte, Cristina Dionisio, Roberto Cugnasco, Angelo Malvestio, Niccolò Calvi, Matteo Beretta, Alessandro Bardanzellu and Laurent Legein of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisors to D'Ieteren. As on November 10, 2016 S.A. D'Ieteren N.V. launches a mandatory tender offer to acquire Moleskine SpA.

Tender offer period will begin on November 14, 2016 and end on December 2, 2016, subject to extension. tender offer will be launched at a price of €2.40 per share. As on December 5, 2016, 72.7 million shares representing 55.5% of the shares were tendered.

As on December 13, 2016 S.A. D'Ieteren N.V. holds 95.5% of the shares in Moleskine SpA. The current Sell-out offer, which has started on December 12, 2016 and will terminate on January 11, 2017, will be followed by a squeeze out procedure allowing D'Ieteren to acquire 100% of Moleskine's shares by the end of January 2017. D'Ieteren will proceed thereafter with the delisting of Moleskine from the Milan Stock Exchange.

Houlihan Lokey acted as fairness opinion provider for Moleskine SpA.