Cellular Italia S.P.A completed the acquisition of Crescita S.p.A. in a reverse merger transaction.
June 03, 2018
Share
Cellular Italia S.P.A signed an agreement to acquire Crescita S.p.A. (BIT:CRS) in a reverse merger transaction on January 18, 2018. Under the terms, Crescita will issue 8.1 million common stock to SLMK S.A., Christian Aleotti, Stefano Aleotti, DVR & C Private Equity S.p.A., Móvil 2000 S.à r.l., Piero Foglio, Alessandro Foglio Bonacini, Manuela Foglio, Monia Foglio Bonacini, Italina Fornaciari and Marco Cagnetta. In accordance with the "Warrant Crescita S.p.A." Regulations, the subjects that will be shareholders of the Company on the day before the effective date will be assigned free of charge 3 warrants for every 10 ordinary shares held. After transaction, Cellularline will be owned by private equity funds with a 13% stake, by the founders with a 15% stake and by the managers with 9%. The transaction is subject to approval by shareholders of Crescita in a number equal or higher than 33% of Crescita’s ordinary shares. The combined company will be named Cellularline spa and will remain listed on the Aim Italia market with the ticker “CELL”.
Share issued are subject to lock-up commitments by S.L.M.K. S.A., DVR & C Private Equity S.p.A. and Móvil 2000 S.à .r.l. for 18 months from the effective date, Stefano Aleotti, Piero Foglio, Alessandro Foglio Bonacini, Manuela Foglio, Monia Foglio Bonacini and Italina Fornaciari for 24 months from the effective date and Marco Cagnetta and Christian Aleotti for 36 months from the effective date. As of March 20, 2018, transaction was approved by shareholders of Crescita, Cellular Italia and Ginetta S.p.A. As of May 26, 2018, legal deadline for the opposition of the creditors of the companies involved in the merger expired, without this opposition being exercised by any creditor. As of May 29, 2018, effective date of transaction will be June 4, 2018.
Deloitte and Ernst & Young acted as accountants, Bain & Company and Banca Imi acted as financial advisors and NCTM Studio Legale Associato acted as legal advisor for Crescita. Irving Bellotti of Rothschild, Ethica Corporate Finance and Electa Group acted as financial advisors and Labruna Mazziotti Segni acted as legal advisor for Cellular Italia S.P.A.
Cellular Italia S.P.A completed the acquisition of Crescita S.p.A. (BIT:CRS) in a reverse merger transaction on June 4, 2018.
Cellularline SpA is an Italy-based company that designs, distributes and markets a wide range of products divided into three product lines: Red, Black and Blue. The Red product line incorporates multimedia accessories, such as cases, covers, car holders, screen protectors, power cables, portable battery chargers, data and charging cables, headphones, earbuds, speakers and wearable technology products. The Black product line covers all motorcycle and bicycle-related products and accessories, including intercoms and smartphone holders, among other. The Blue product line includes third party brand products marketed in Italy. The company's brand portfolio includes AQL (Audio Quality Lab), Interphone and NOVA. AQL products are dedicated to all the music lovers joined by a love of listening to the music on the go. Interphone provides communication solutions for motorcyclists. NOVA develops accessories to satisfy the need of Telecom Service Providers. The Company operates worldwide.
CELLULARLINE S.P.A. 
