ATS Automation Tooling Systems Inc. (TSX:ATA) made a voluntary public tender offer to acquire CFT S.p.A. (BIT:CFT) from Roberto Catelli, Alessandro Merusi and others for €88.1 million on December 7, 2020. As reported, the tender offer will be made at a price of €4.60 per share in cash. The Offer relates to 16,026,357 ordinary shares, 3,000,000 multiple voting shares and 133,334 special shares of CFT, representing the entire share capital of the Issuer. ATS will finance the tender offer through a combination of cash on hand and drawing down on its revolving credit facility. Following completion of the tender offer, CFT will continue to operate through its established operational facilities and headquarters that ATS intends to maintain in Italy. Transaction implies a transaction multiple of 9.5x CFT's 2019 stand alone EBITDA.

The tender offer is subject to various closing conditions, including that ATS be in a position to acquire at least 90% of outstanding ordinary share capital by the end of the offer period in order to effect the delisting of CFT's ordinary shares from the AIM Italia, specified changes to the by-laws of CFT are approved by its shareholders, certain lock-up arrangements are waived, and customary regulatory approvals are received, including clearance by the German anti-trust authority and approval from the Spanish Foreign Investment Authority. In the event that less than 90% of the outstanding ordinary shares of CFT are submitted to the tender offer, ATS may elect to close on such lesser amount and pursue other methods for effecting the delisting. In addition, if less than 100% of the outstanding shares of CFT are submitted pursuant to the tender offer, ATS will retain minority shareholder interests in CFT should it proceed to complete the tender offer. ATS has entered into an agreement with certain major shareholders of CFT, currently representing 38.5% of CFT's outstanding ordinary share capital and 60.6% of related voting rights, wherein such shareholders have agreed to irrevocably submit their shares to the tender offer. The tender period under offer will commence if and when approval is obtained from the applicable Italian regulatory authority. It is expected that such approval could be granted in January 2021. Once approved, the tender period will remain open for a period of time determined in consultation with the Italian stock exchange, expected to be between 15 and 40 trading days. On January 4, 2021, The German competition authority (Bundeskartellamt) approved the transaction. On January 21, 2021, CFO SIM S.p.A. signed a letter of waiver of the lock-up commitments, subject to the successful outcome of the Offer. Therefore, the Lock-up Condition has been satisfied. On January 22, Consob suspended the approval of the Offer Document. On this basis, it is estimated that the transaction could close in the first calendar quarter of 2021. On January 25, 2021, the Golden Power Condition has been satisfied. As on February 1, 2021, Consob had restarted the process to review the takeover bid on CFT and will decide whether to approve bid by February 6, 2021. As of February 4, 2021, Board of Directors of CFT S.p.A. resolved the transaction. On February 4, 2021, Consob approved the offer document. As of February 5, 2021, the acceptance period of the Offer, agreed with CONSOB, shall start at 8.30 a.m. (CET) on February 8, 2021 and shall end at 5.30 p.m. (CET) on March 12, 2021, inclusive (unless extended, in accordance with applicable law). March 12th, 2021 shall therefore be the last day to accept the Offer, unless extended.

The transaction is expected to be accretive to ATS' earnings and cash flow per share in the first year following the acquisition. ATS is targeting a double-digit return on invested capital (ROIC) by the third year following completion of the acquisition. UniCredit S.p.A. (BIT:UCG) acted as lead financial advisor to ATS. TD Securities also acted as financial advisor to ATS. Clifford Chance acted as legal counsel to ATS. Georgeson acted as information agent for ATS.