Broadliner Esprinet has submitted to the Board of Directors of mobility and accessory vendor Cellularline a non-binding letter of intent aimed at launching, directly or indirectly through a wholly owned Italian company, a voluntary public tender offer concerning all the ordinary shares of Cellularline (the “Potential Offer”), aimed at the delisting.
The rationale of the Letter of Intent is in line with the Esprinet Group's 2022-24 Strategic Plan - presented to the market in November 2021 - which envisages, as part of the organic growth of the transactional model, a strong focus on higher margin areas, such as consumer accessories under its own brands (Celly and Nilox). The entry of Cellularline brand into the Esprinet portfolio together with Celly brand will create the conditions for developing a multi-brand approach, useful for reaching a wider and more differentiated consumer audience.
Based on publicly available information, Esprinet carried out an analysis of the average-normal profitability of Cellularline, with the adjustment of the non-recurring items and the contributions related to the pandemic. Esprinet has also drawn up a business plan assuming volumes, margins and working capital evolution on the basis of its in-depth knowledge of the reference markets.
On the basis of the aforementioned analysis, using usual valuation methods typical of M&A transactions, Esprinet calculated a price per share based on an industrial fair value of Cellularline, with the application of a premium, whose amount took into consideration the expected distribution of a dividend in kind and in cash by Cellularline, as well as the status of listed company, with a widespread free floating.
The price indicated by Esprinet in the Letter of Intent - to be considered non-binding - is equal to €4.41 for each share and includes the dividend in kind and in cash resolved by the Shareholders' Meeting on April 27, 2022, for an overall amount of €0,16 per share. This price incorporates a premium of approximately 27.5% compared to the closing price of Cellularline as of May 5, 2022 and approximately 18% compared to the weighted arithmetic average of the official prices recorded by Cellularline in the three months before May 5, 2022.
The Letter of Intent requires access to certain information necessary for carrying out a limited confirmatory due diligence activity on certain areas, to be conducted with the support of Cellularline management. It should be noted that the satisfactory outcome of this due diligence activity must be considered as a condition for the launch of the Potential Offer by Esprinet, together with the prior authorisation from the Board of Directors of Esprinet.
In the Letter of Intent it is already indicated that if the Potential Offer will be launched, it will be subject to the following conditions precedent:
that Esprinet comes to hold, following the Potential Offer - as a result of tenders to the same and / or purchases made outside the Potential Offer - a direct and / or indirect shareholding at least equal to 90% of the share capital of Cellularline;
the non-occurrence of circumstances that could adversely affect Cellularline's equity, economic, financial and / or operating position;
the obtainment of antitrust and golden power authorisations required by the competent authorities for the perfection of the Potential Offer.
If, as a result of the Potential Offer, the relevant shareholding thresholds are reached, Esprinet intends to pursue the delisting of Cellularline. Esprinet requested the Board of Directors of Cellularline to reply to the Letter of Intent within the next 10 days from its transmission, and to be able to start with the due diligence by the end of May 2022, so as to be able to evaluate the results by mid-June 2022 and proceed, if deemed appropriate, with the Potential Offer before the summer break.
Following the Transaction, Esprinet intends to preserve the organizational structures of Cellularline and Celly division, granting operational continuity in their respective offices of Reggio Emilia and Vimercate, thus guaranteeing employment continuity and career development opportunities, in line with the approach of the management of Esprinet group which has been certified Great Place to Work 2022, ranking as the ninth best company in Italy among the groups with more than 500 employees.