Tamburi Investment Partners SpA (TIP) investment merchant bank independent and diversified company listed on the STAR segment of the Italian Stock Exchange, has reached an agreement with Whirlpool EMEA SpA for the purchase of the entire investment held by the latter in Elica SpA, the leading company in the production of extractor hobs and kitchen hoods, listed to the STAR segment of Borsa Italiana. The agreement concerns 7.958.203 ordinary shares representing 12,568% of the capitaland for a consideration of 15.916.406 euros.
TIP has made a commitment to the seller lock up for a period of 6 months from the date of closing of the transaction relating to the shares purchased from Whirlpool EMEA and a commitment not to sell these shares to certain groups competing with Whirlpool for 12 months from the date of the closing.
Elica and Whirlpool specifies the press release announcing the transaction, however they keep the commercial relations in place for many years totally unchanged, renewed with a five-year framework agreement stipulated in 2018.
TIP has also reached a shareholder agreement with FAN Srl., controlling shareholder of Elica with a stake equal to 52,809% of the share capital, aimed at a strategic medium-term alliance.
Finally, TIP agreed with Elica to purchase the entire treasury share package held by the same, equal to 2,014% of the share capital, at the same price per share agreed with Whirlpool.
Overall, therefore, TIP will hold 14,582% of the share capital of Elica and Giovanni Tamburi will be co-opted to the Elica Board of Directors.
The expected date for the execution of the acquisition (closing) is July 26, 2019.
James Peters, Executive Vice President and Chief Financial Officer of Whirlpool Corporation, confirmed that “our collaboration with Elica has always been and will remain important over time; this operation does not in the least affect the highly esteemed relationship on Elica's skills, technology and capabilities and indeed we are happy that it is making a partnerships with such a prestigious financial investor”.
In turn, Giovanni Tamburi, chairman and managing director of TIP, underlined the importance of the entry into the share capital of "Elica, one of the great Italian excellences in the design, in technology and high-end products in the ventilation, filtration and air purification sector, designed to improve the welfare of people and the environment”.
The acquisition, as well as the shareholders' agreements defined in its context, are not intended to determine any substantial change in the control structures of Elica - concludes the note - since the express and common will of TIP and FAN is that the latter maintains full exclusive de facto and de jure control of Elica, therefore without any form of joint control with TIP.
