Charme Investments and Moschini have reached an agreement with Haworth to sell to the American company a total stake of 58,6% in Poltrona Frau. The stake includes 51,3% of Charme and 7,3% of Moschini and the shares will be sold at 2,96 euros each. The transaction will trigger the mandatory takeover bid by Haworth, which then intends to delist the company from the Milan Stock Exchange.
Brought to Piazza Affari by Charme in November 2006 at a price of 2,1 euros per share, Poltrona Frau has been in trouble for a long time, stabilizing above IPO levels only since last October. In the last few weeks, in particular, the title had been inflamed, a sign that the market had sensed that something was about to happen. Yesterday, Poltrona Frau jumped by 6,89%, closing at 2,4820 euros. Or an hour after the opening, the title soars up by 18%, to 2,934 euros.
Haworth has been a partner of Poltrona Frau since 2011 for the distribution of the office channel in North America. The completion of the transaction is "expected by the end of April 2014 and subject to approval by the competent antitrust authorities", after which "Haworth, directly or through a wholly-owned company - reads a note -, incorporated in Italy, possibly designated for the purchase, will promote a mandatory public purchase offer for all of the remaining part of the share capital of Poltrona Frau at a price of 2 euros per share, corresponding to the price that will be paid to the shareholders”.
The shareholders, the press release continues, "have granted Haworth a put option, exercisable following the tender offer process, under which Haworth will have the right, but not the obligation, to sell each of the shareholders a stake in the company equal to 4,2% (overall equal to 8,4%) of the share capital, at the same price per share paid by Haworth”.
If the option is exercised, Charme and Moschini will be able to designate up to three members of the Board of Directors, will have a veto right on specific extraordinary management transactions, will be bound by a three-year lock-up, there will be put and call options for the resolution of any decision deadlock, will be able to resell the shares to Haworth between the approval of the 2016 budget and that of the 2019 budget, while Haworth will be able to buy the shares between the approval of the 2019 draft budget and that of the 2022 budget.
Haworth, based in Holland (Michigan) was founded in 1948 by the Haworth family, who still own 100%. It operates in the design and production of flexible and sustainable work environments, with product lines that include movable walls, furnishing systems, seats, floating floors and communication technology. With over 1,4 billion dollars in revenues in 2013, approximately 6 employees and over 600 dealers, the company is led by the Italian Franco Bianchi, who has been president and CEO since 2005.
