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    PRT   IT0003850929

ESPRINET S.P.A.

(PRT)
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Real-time Estimate Cboe Europe  -  05:09 2022-09-26 am EDT
6.008 EUR   +0.05%
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Esprinet S p A : Notice pursuant to article 102 T.U.F. on behalf of 4 Side S.r.l.

07/19/2022 | 05:14pm EDT

This English translation of the notice pursuant to Article 102 of Legislative Decree No. 58/1998 is

only for courtesy purposes and shall not be relied upon by any recipient. The Italian version of the

notice pursuant to Article 102 of Legislative Decree No. 58/1998 is the only official version and

shall prevail in case of any discrepancy

THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS NOT PERMITTED IN

ANY COUNTRY WHERE SUCH COMMUNICATION WOULD VIOLATE THE RELEVANT APPLICABLE

REGULATION

VOLUNTARY TENDER OFFER FOR ALL THE ORDINARY SHARES OF CELLULARLINE S.P.A. PROMOTED

BY 4 SIDE S.R.L.

NOTICE PURSUANT TO ARTICLE 102, PARAGRAPH 1, OF LEGISLATIVE DECREE NO. 58 OF FEBRUARY

24, 1998, AS SUBSEQUENTLY AMENDED, AND ARTICLE 37 OF THE REGULATION ADOPTED BY

CONSOB WITH RESOLUTION NO. 11971 OF MAY 14, 1999, AS SUBSEQUENTLY AMENDED, RELATING

TO THE VOLUNTARY TENDER OFFER LAUNCHED BY 4 SIDE S.R.L. ON ALL THE SHARES OF

CELLULARLINE S.P.A.

Vimercate, 19 July 2022 - Following the press release of Esprinet S.p.A. ("Esprinet") issued on May

7, 2022, pursuant to and in accordance with Article 102, paragraph 1, Legislative Decree No. 58 of

February 24, 1998, as subsequently amended (the "TUF"), and Article 37 of the regulation adopted

by CONSOB with resolution No. 11971 of May 14, 1999, as subsequently amended (the "Issuers'

Regulation"), 4 Side S.r.l. ("4 Side" or the "Offeror"), a wholly-owned subsidiary of Esprinet, with

this communication (the "Communication") hereby gives notice of its decision to launch a

voluntary public tender offer pursuant to Articles 102 et seq. of the TUF (the "Offer") aimed at: (i)

acquiring all of the ordinary shares (the "Shares" and, each of them, one "Share") of Cellularline

S.p.A. ("Cellularline", the "Issuer" or the "Company") equal to a total of no. 21,868,189 Ordinary

Shares of the Issuer, including the treasury shares held by the Company from time to time, with no

indication of the par value, representing 100% of the current share capital of the Company (the

"Offer Shares") listed on Euronext STAR Milan organized and managed by Borsa Italiana S.p.A.

("Borsa Italiana") and (ii) to obtain the delisting from Euronext STAR Milan of the Shares (the

"Delisting").

The Offeror will pay a consideration of Euro 3.75 for each Share tendered to the Offer (the

"Consideration").

It should be noted that the date of Esprinet's announcement of the transaction to the market (May

7, 2022) is prior to the ex-dividend date (May 23, 2022) and payment date (May 25, 2022) of the

1

cash and in-kind dividend of Euro 0.16 per Share approved by the Issuer's shareholders' meeting

on April 27, 2022. Therefore, the prices shown below as ex-dividend entitlement are have

adjusted by an amount of Euro 0.16 per Share.

1

It should be noted that the amount of the cash and in-kind dividend of €0.16 per Share was taken from Cellularline's

press release dated April 27, 2022.

The Consideration incorporates: (i) a premium equal to 11.8% over the official ex-dividend price of

the Shares as of May 6, 2022 (the trading day prior to the date on which Esprinet announced the

transaction to the market); as well as (ii) a premium equal to 4.9% over the weighted arithmetic

average of the official ex-dividend prices recorded by the Shares in the 3 months prior to May 6,

2022 (inclusive). Please refer to Section 3.2 of this Notice for further information regarding the

above.

The Offeror will promote the Offer in the manner and within the timeframe required by applicable

regulations by submitting to the National Commission for Companies and the Stock Exchange

("CONSOB") the offer document (the "Offer Document") which will be released, which shall be

considered for a full description and evaluation of the Offer.

The following are the legal prerequisites, terms and essential elements of the Offer.

1. PARTICIPANTS TO THE OFFER

1.1 Offeror and controlling entities

The Offeror is 4 Side S.r.l., a limited liability company incorporated under Italian law, with

registered office in Vimercate, Via Energy Park n. 20, tax code, VAT and registration number in the

Register of Companies of Milan, Monza Brianza and Lodi 13400090158, share capital of Euro

100,000.00.

As of the date of this Notice, the share capital of 4 Side is wholly owned by Esprinet S.p.A., a joint

stock company established under Italian law, with registered office in Vimercate (MB), Via Energy

Park No. 20, tax code and registration number in the Register of Companies of Milan, Monza

Brianza and Lodi 05091320159, VAT registration number 02999990969, share capital of Euro

7,860,651.00.

Esprinet's ordinary shares are admitted to trading on Euronext STAR Milan organized and managed

by Borsa Italiana.

As of the date of this Notice, the Offeror does not hold any shares in the Issuer.

1.2 Persons acting in concert with the Offeror with regard to the Offer

Pursuant to Article 101-bis, paragraphs 4 and 4-bis, of the TUF, the persons acting in concert with

the Offeror (the "Persons Acting in Concert" and, each of them, a "Person Acting in Concert") are

the following:

(i) Esprinet, as the entity that controls, directly, the Offeror;

(ii) the companies controlled, directly or indirectly, by Esprinet and, therefore, subject to common

control with the Offeror.

The Offeror will be the only person to launch the Offer and to purchase the Shares tendered to the

Offer, as well as to assume the financial obligations resulting from the payment of the

Consideration (as defined below).

1.3 Issuer

The Issuer is Cellularline S.p.A., a joint-stock company incorporated under Italian law, with its

registered office in Reggio Emilia, Via G. Lambrakis no. 1/A, tax code, VAT number and

registration number with the Reggio Emilia Register of Companies 09800730963.

As of the date of this Notice, the Issuer's share capital amounts to Euro 21,343,189, divided into

21,868,189 Shares, with no indication of par value and regular dividend rights.

The Shares are listed on Euronext STAR Milan and are subject to the dematerialization regime

pursuant to Article 83-bis of the TUF (ISIN code: IT0005244618).

As of the date of this Notice, based on the public documentation, there is no natural or legal

person exercising control over the Issuer pursuant to Article 93 of the TUF.

The following table shows the persons, other than the Issuer, who, as of the date of this

Communication - based on the communications sent pursuant to Article 120, paragraph 2, of the

TUF, as published on CONSOB's website - hold a shareholding in the Issuer's share capital or

voting rights of more than 5%.

Declarant or subject at the top of the

Direct shareholder% on the Issuer's share capital

investment chain

Aleotti Christian

Aleotti Christian

7,959%

First Capital S.p.A.

First Capital S.p.A.

5,282%

The percentages shown in the table above, as published on the CONSOB website and deriving from

the disclosures made by the shareholders pursuant to Article 120 of the TUF, may not be up-to-

date and/or consistent with the data processed and published by other sources (including the

Issuer's website), in the event that subsequent changes in the equity stake did not trigger any

communication obligation by the shareholders.

2. LEGAL ASSUMPTIONS AND REASONS FOR THE OFFER

2.1 Legal conditions of the Offer

The Offeror has taken the decision to promote the Offer pursuant to Articles 102 et seq. of the

TUF by a determination of its Board of Directors dated July 19 2022.

2.2 Motivation of the Offer

The Offer represents the means through which the Offeror intends to acquire all the Shares and,

consequently, to proceed to the Delisting of the Company.

Therefore - upon the occurrence of the relevant prerequisites - the Offeror does not intend to

restore a sufficient free float to ensure the regular trading of the Shares.

In particular, through the Offer and the Delisting, the Offeror intends to follow through on the

provisions of the Esprinet Group's Strategic Plan 2022-24 - presented to the market in November

2021 - which envisages, as part of the organic growth of the transactional model, a strong focus

on higher-margin areas such as own-brand consumer accessories (Celly and Nilox). The entrance

of the Cellularline brand into Esprinet's portfolio in tandem with the Celly brand will set the

conditions for developing a multi-brand approach, useful for reaching a broader and more

differentiated consumer audience.

The Delisting, whose terms, conditions, and modalities will be detailed in the Offer Document,

may ensue from the circumstance that the Offeror's shareholding in the Issuer's share capital as a

result of the Offer, including treasury shares, if not tendered to the Offer, in the calculation of this

shareholding, exceeds 90 percent of Cellularline's share capital (for more information see Section

3.5 below).

If the Delisting is not achieved as a result of the Offer, the Offeror reserves the right to achieve the

Delisting, subject to approval by the relevant corporate bodies, by means of the merger by

incorporation of the Issuer into the Offeror. The merger by incorporation of the Issuer into the

Offeror could qualify, if applicable, as a "merger leveraged buyout" with the consequent

applicability of Article 2501-bis of the Civil Code as well as a transaction between related parties

subject to the relevant applicable regulations.

In any event, the Offeror reserves the right to consider in the future, at its discretion, the

implementation of any further extraordinary transactions and/or corporate and business

reorganization operations that may be deemed appropriate, in line with the purposes and reasons

for the Offer, both in the absence of delisting of the Issuer's ordinary shares and in the event of

Delisting.

In any case, it should be noted that, as of today, no formal decisions have been made by the

competent bodies of the companies that might be involved in any such extraordinary transactions.

Moreover, the Offeror - through the Offer - intends to give Cellularline's shareholders the

opportunity to dispose of the Shares on more favorable terms than those offered by the market,

taking into account the level of liquidity and the market trend of the stock. Indeed, as better

explained in Section 3.2 below, the Consideration incorporates: (i) a premium equal to 11.8% with

respect to the official ex-dividend price of the Shares as of May 6, 2022 (the trading day prior to

the date on which Esprinet announced the transaction to the market); as well as (ii) a premium

equal to 4.9% with respect to the weighted arithmetic average of the official ex-dividend prices

recorded by the Shares in the 3 months prior to May 6, 2022 (included).

For a more detailed description of the objectives of the Offer, please refer to the Offer Document,

which will be drawn up and made available to the public in the time and manner required by

applicable regulations.

3. MAIN TERMS OF THE OFFER

3.1 Categories and amount of Shares subject to the Offer

The Offer is promoted in Italy and has as subject no. 21,868,189 Shares, representing 100% of the

Issuer's share capital. As indicated above, the Shares subject to the Offer correspond to all the

Shares, including treasury shares held by the Issuer from time to time.

Following the publication of this Notice as well as during the Subscription Period (as defined

below), as it may be extended, the Offeror reserves the right to purchase, directly or indirectly,

including through Persons Acting in Concert with the Offeror, Shares outside the Offer within the

limits set forth in the applicable legal and regulatory provisions and in any event against payment

of a price not exceeding the Offer Price. Such purchases will be disclosed to the market in

accordance with Article 41, paragraph 2, letter c) of the Issuers' Regulations. The number of

Shares Subject to the Offer may, therefore, be automatically reduced as a result of purchases of

Shares made by the Offeror outside the Offer.

The Offer is addressed, indiscriminately and on equal terms, to all holders of the Shares.

The Shares tendered to the Offer shall be freely transferable to the Offeror and free from

encumbrances and liens of every kind and nature, whether real, obligatory or personal.

As of the date of this Notice, the Issuer has issued 6,130,954 warrants (ISIN code IT0005244592)

granting their holders the right to subscribe for shares of the Issuer, under the terms and

conditions of the relevant regulations (the "Warrants"). The Warrants are not the subject of this

Offer. In the event of Delisting, the Warrants will be delisted by delisting the underlying assets

pursuant to Article 2.5.1, Paragraph 7 of the Stock Exchange Regulations. In such case, Warrant

holders would find themselves holders of financial instruments not admitted to trading on any

regulated market resulting in difficulties in liquidating their investment in the future.

The Issuer, except as indicated above with reference to the Warrants, has not issued convertible

bonds, and/or other financial instruments granting voting rights, even limited to specific topics, at

ordinary and extraordinary shareholders' meetings, and/or other financial instruments that may

grant third parties in the future rights to acquire Shares or, more simply, voting rights, even

limited.

3.2 Per share consideration and total value of the Offer

3.2.1 Per share consideration and its determination

The Offeror will pay to each adherent to the Offer the Price, equal to Euro 3,75, for each Share

tendered to the Offer.

It should be noted that the date of Esprinet's announcement of the transaction to the market (May

7, 2022) is prior to the ex-dividend date (May 23, 2022) and payment date (May 25, 2022) of the

2

cash and in-kind dividend of Euro 0.16 per Share approved by the Issuer's shareholders' meeting

on April 27, 2022. The prices indicated below as "ex-dividend" have been adjusted by the amount

of Euro 0.16 per Share.

In addition, the Consideration has been determined under the assumption that the Issuer does not

approve and execute a distribution of ordinary or extraordinary dividends from profits or reserves;

in this case, the Consideration should be automatically reduced by an amount equal to the

dividend per Share.

2

It should be noted that the amount of the cash and in-kind dividend of €0.16 per Share was taken from Cellularline's

press release dated April 27, 2022.

Questo è un estratto del contenuto originale. Per continuare a leggere, accedi al documento originale.

Disclaimer

Esprinet S.p.A. published this content on 19 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 July 2022 21:13:02 UTC.


© Publicnow 2022
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Sales 2022 4 908 M 4 772 M 4 772 M
Net income 2022 51,8 M 50,4 M 50,4 M
Net cash 2022 272 M 265 M 265 M
P/E ratio 2022 5,85x
Yield 2022 8,79%
Capitalization 297 M 288 M 288 M
EV / Sales 2022 0,00x
EV / Sales 2023 0,00x
Nbr of Employees 1 759
Free-Float 55,2%
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Number of Analysts 3
Last Close Price 6,01 €
Average target price 14,83 €
Spread / Average Target 147%
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Alessandro Cattani Executive Director
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