Moncler has entered into an agreement with Venezio Investments Pte.Ltd., an indirect wholly-owned subsidiary of Temasek Holdings (Private) Limited, in respect of the acquisition of 30% of the share capital of Sportswear Company S.p.A., that owns the Stone Island brand, for a consideration equal to US$419 million. .
SEE ALSO : Moncler acquires Stone Island
Moreover, further to the press releases dated 7th December, 2020, the agreements have been signed on 23 February for the purchase of the stake held by Rivetex S.r.l., a company referable to Carlo Rivetti, and other shareholders (referable to the Rivetti family and, in particular, Alessandro Gilberti, Mattia Riccardi Rivetti, Ginevra Alexandra Sahpiro and Pietro Brando Shapiro), equal to the remaining 70% of the share capital of SPW.
Moncler, therefore, by entering into these agreements have achieved, as expected, the objective of acquiring the entire share of SPW. The closing of the transaction is expected to take place by 31st March, 2021, subject to the meeting of all conditions precedent, i.e., clearances from the relevant antirust Authorities (in this regard, the authorisation for the competent German Authority has already been obtained, while the authorisation from the competent Austrian authority is still pending) and the approval by the Extraordinary Shareholders Meeting of Moncler of the capital increase reserved for Rivetti Shareholders and Temasek, which has been called for 25th March, 2021.
Specifically, at the closing date, the Rivetti Shareholders, as already disclosed, and Temasek will subscribe an amount equal to 50% of the consideration of the above-mentioned sale through the subscription of a share capital increase reserved fro them for an amount (including the share premium) equal, respectively, to US$489.4 million and US$209.7 million.
The Rivetti Shareholders and Temasek will receive a total of no. 15,330,166 newly issued Moncler shares (equal to 5.601% of Moncler’s share capital post the share capital increase) of which no. 10,731,116 shares (equal to 3.921% of the capital) will be issued in favour of the Rivetti Shareholders and no. 4,599,050 shares (equal to 1.680% of the capital) will be issued in favour of Temasek.
All the newly issued shares have been valued, on the basis of the agreements, at US$45.6 per share (equal to the average prices per share in the 3 months prior to the announcement of 7th December, 2020) and will be subject to a lock-up restriction for 12 months following their subscription and, for 50% of them, for a further 6 months.
Moreover, by virtue of the agreements entered into with Ruffini Partecipazioni Holding S.r.l., an holding company wholly owned by Remo Ruffini, Rivetti Shareholders, as previously disclosed to the market, and Temasek will contribute all their Moncler newly issued shares to Ruffini Partecipazioni S.r.l, whose share capital is currently held by RPH (87.2%) and Temasek (12.8%).
The terms and conditions of the agreement between RPH, Temasek and the Rivetti Shareholders will take place without triggering the obligations deriving from the passing of the thresholds relevant for mandatory tender offers.
Remo Ruffini, also in light of the above, will continue to exercise, through PRH, control over RP, which is expected to change its name to Double R S.r.l., without RP exercising any form of management and coordination over Moncler.