Published on : Wednesday, February 26, 2014
Charme Investments and Moschini S.r.l. (“Charme”, “Moschini” and together the “Shareholders”) have reached an agreement with Haworth, Inc. (“Haworth”) for the sale to Haworth of a 58.6% stake (51.3% held by Charme while the remaining 7.3% by Moschini) in the share capital of Poltrona Frau S.p.A. (hereinafter also the “Company”) at a price of € 2.96 per share (the “Transaction”).
Haworth, based in Holland (Michigan, USA) was founded in 1948 by the Haworth family, who still owns 100% of the company. Haworth is a worldwide leader in the design and manufacture of flexible and sustainable workspaces, with product lines that include movable walls, systems, chairs, floating floors and communication technologies. In 2013, Haworth recorded 1.4 billion dollars in revenues, with approximately 6,000 employees and over 600 dealers worldwide. The company has been a partner of Poltrona Frau Group for North America since 2011. Franco Bianchi has been leading the company since 2005 as President and CEO.
The completion of the Transaction – which is expected to occur by the end of April 2014 – is subject to the approval of the competent antitrust authorities. Following the completion of the Transaction, Haworth, either directly or through a wholly owned company incorporated in Italy designated for the purchase, will carry on a mandatory public tender offer on the outstanding part of Poltrona Frau S.p.A.’s share capital pursuant to article 106 of Legislative Decree no. 58 of 1998 (the “Offer”) at a price of € 2.96 per share, equal to the price that will be paid to the Shareholders. Haworth intends to pursue the delisting of Poltrona Frau S.p.A.’s share.
Subject to the completion of the Transaction, Shareholders have granted Haworth an option to sell (the “Option”), that can be exercised at the end of the public tender offer process and according to which Haworth will be granted the right but not the obligation, to sell to each of the Shareholders a stake in the Company of 4.2% (and therefore 8.4% in aggregate) of the share capital, at the same price per share paid by Haworth in the context of the public tender offer (€2.96).
If Haworth decides to exercise the Option, the relationship between Haworth and the Shareholders will be then governed by a shareholders’ agreement that will be published pursuant to article 122 of Italian Legislative Decree no. 58 of 1998 and that provides for, inter alia:
(i) the right for the Shareholders to designate up to three members of the Board of Directors of the Company in addition to a member of the Board of Statutory Auditors;
(ii) a right of veto by Charme on specific extraordinary management transactions;
(iii) a lock-up restriction on the Shareholders for a period of three years, along with drag along and preemption rights and obligations;
(iv) put and call options for the resolution of deadlocks;
(v) a right for the Shareholders to sell their stakes to Haworth during the period between the approval of 2016 financial statements draft and the approval of 2019 financial statements draft;
(vi) the right for Haworth to purchase the Shareholders’ stakes during the period between the approval of 2019 financial statements draft and the approval of 2022 financial statements draft.
Whenever the Option is exercised, the Shareholders will assume towards Haworth specific special indemnities obligations. In order to ensure the proper management of the Company, it has been agreed, in addition to the customary interim management provisions, that the provision granting veto rights to Charme in case the Option is exercised, shall also apply during the period between the completion of the Transaction and the date on which Haworth exercises the Option or the date on which its right to exercise the Option expires.
As part of the Transaction, Haworth will also acquire from the Shareholders a 98% stake in the company that owns the factories located in Meda that are currently leased to the Group, for a total price of approximately € 1.9 million, equal to the book value of the stake sold and lower than the value of the properties as estimated by independent experts, net of debts.
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