From Agostini puts order among its subsidiaries and, having changed the business over the years, aims at delisted from the stock exchange of one of its companies.
Nova, wholly owned by De Agostini, announced the launch of apublic tender offer on that portion of shares of DeA Capital which are not in its hands DeAgostini: that is, it is a question of the purchase of 32,156% which adds to the 67,062% already held by the Piedmontese company, born as a publishing house (who does not remember its atlases and dictionaries) then passing over the years to very different activities, ranging from games, to real estate, the media, finance.
The details of the takeover bid: the value of 1,5 euros includes a premium of 31,5%.
For the takeover bid on DeA Capital, Nova will pay 1,50 € cum dividend, value inclusive of the coupons relating to any dividends distributed for each share tendered in acceptance of the offer, with the aim of delisted by Euronext Star Milan of Borsa Italiana. If the latter takes place, Nova will evaluate the possibility of amerger operation between DeA Capital itself and the offeror.
Il title closed at 1,14 euro on Thursday 1 December, the value of 1,5 euro includes a premium of 31,5%. This morning Dea Capital rebounded to 1,47 euros, aligning itself with the takeover bid price, with an increase of around 30%. The stock has always paid a high dividend: in May 2022 it was 0,1 euro per share which, at the prices at the time, meant around 10%.
Il maximum total value in case of adhesion by all the holders of the shares it will be equal to 128,596 million euro. The stock has a capitalization of 305 million euros on Piazza Affari. The effectiveness of the takeover bid is subject to the achievement of a threshold of acceptances which allows the bidder to hold a stake exceeding the 90% of the share capital by Goddess Capital.
The reasons for the takeover bid: the role of the financial sector
La De Agostini story had begun in 1901 when the geographer Giovanni De Agostini founded the De Agostini Geographical Institute in Rome and published the first school atlas and the mythical Yearly Atlas Calendar. The range of activities then expanded to include the media, broadcasting and games sectors (De Agostini controls International Game Technology, a leading company in the games and services market, listed on the New York Stock Exchange) and finance, which took more and more foot.
Dea Capital, over the years, “has substantially changed its business model, gradually abandoning the strategy of direct operator - as an investor - in significant private equity transactions and becoming an Alternative Asset Manager, and therefore a manager of third-party funds, with a wide range of managed products” explains the company.
Il new placement translates into a model "much less capital intensive - as implicitly demonstrated by the significant distributions of extraordinary dividends implemented in recent years - and therefore in the disappearance of the need to also resort to third-party capital for the development of the business itself", a requirement that had represented one of the rfundamental reasons underlying the quotation.
With the delisting, more flexibility to accelerate the investment strategy
Il delisted will ensure Dea Capital one greater management flexibility it's a cost savings. As an unlisted company, characterized by greater operational and organizational flexibility, DeA Capital will be able to accelerate its investment and value creation strategy. After the completion of the offer Nova, with the support of De Agostini, intends to support the current industrial plan of DeA Capital and future development projects, says the company.
According to Nova, after the delisting, DeA Capital “would be better able to pursue potential growth opportunities, benefiting from greater speed in making and implementing investment decisions, a more significant possibility of focusing on development projects, direct access to a flexible source of capital, with the support of De Agostini, and simplification of the ownership structures with consequent alignment of the interests of the shareholder structure. THE costs associated with the listing they do not appear justifiable in the light of the scarcity of volumes traded and the high volatility of the stock, says Nova.
Il consideration offered for DeA Capital, will be automatically increased to include the consideration for the additional shares that may be issued or assigned to the beneficiaries of the compensation plans based on financial instruments in place of the issuer before the completion of the offer during the subscription period, which will be agreed with Italian Stock Exchange.
Nova will use its own resources for the operation
Nova intends to cope at the maximum disbursement with own means, making use of capital contributions and/or shareholder loans that will be made available by From Agostini.
Prospectively, the company expects that, both in the event of a delisting and in the event of maintaining the listing, the flow of expected annual dividends can be lower compared to the last few years, as the business model change , refocus on Alternative Asset Management activities resulted in DeA Capital returning excess capital to shareholders through significant extraordinary distributions.
