Lavazza buys espresso machines: takeover bid for Ivs | EUROtoday

«The construction of the operation within the occasion that, ranging from 2027, the choices offered for within the agreements had been exercised would enable the Lavazza Group to strengthen its means to compete with the opposite main espresso gamers at a global stage, because of an ever-growing dimension extra vital, additionally within the strategic Vending channel, structuring itself in an much more strong technique to compete within the present advanced macroeconomic situation – commented Antonio Baravalle, CEO of the Lavazza Group –; with this operation Ecs may have the chance to proceed its progress path within the Vending sector, consistent with the target of strengthening the varied channels wherein we function at numerous ranges. Furthermore, the adoption of omnichannel applied sciences and techniques by the Lavazza Group would enable it to implement management of the channel, facilitating direct entry to the patron. Ecs, and with it the Lavazza Group, will be capable to more and more develop into a worldwide level of reference in a really fragmented sector comparable to that of Vending, an more and more strategic channel that we are going to proceed to guard with our merchandise”.

Among the agreements signed yesterday, in particular, an investment agreement was signed between Ecs, Torino 1895 Investimenti (a company controlled by Finlav which, in turn, controls Luigi Lavazza spa), Ivsp and Grey. This agreement is aimed at regulating Gray's promotion of the takeover bid, aimed at acquiring a maximum of 25,842,024 shares of Ivs, representing 28.36% of the share capital (including 10,702,112 shares equal to 11.74% of share capital of Ivs, which Ivsp has undertaken to tender to the Offer). Furthermore, subject to the successful completion of the Offer, the agreement regulates Ivsp's commitment to confer to Gray the remaining total 46,243,640 Ivsg shares, equal to 50.75% of the share capital, as well as the commitment of Torino 1895 and Ecs to transfer to Gray le 18,588,139 IVSG shares owned by Torino 1895, equal to 20.4% of IVSG's share capital.

Therefore, in the event of a positive outcome of the takeover bid, Ivsp would hold a stake equal to at least 51% of the share capital of Gray and, indirectly, of Ivsg, Ecs would hold a stake of between 39% and 49% of share capital of Gray and, indirectly, of Ivsg, while Torino 1895 would no longer hold any direct or indirect stake in Ivsg.

The agreement also provided for the signing of a shareholders' agreement between Ecs and Ivsp, with the participation of Grey, aimed at defining the governance and transfers of the shares of Gray and Ivsg, subject to the successful completion of the Offer. Finally, a mutual options contract is envisaged between Ecs and Ivsp, subject to the successful completion of the Offer, which provides for purchase options (call options) of Ecs and sale options (put options) of Ivsp on the shares held by Ivsp following the Offer in Gray (i.e. in the company resulting from the possible merger of Ivsg and Grey). The call and put options will be exercisable after the approval of the Ivsg consolidated financial statements as of 31 December 2026 (and therefore starting from 2027 and until 2034).

«For the varied and numerous shareholder structure of Ivsp, made up of over 50 shareholders representing several generations of the Vending sector – said Paolo Covre, President of Ivs Partecipazioni – the operation with the Lavazza Group is consistent with the industrial and non-financial typical of a group of entrepreneurs, while also allowing the liquidation, at values ​​considered interesting, of a minority share of its sole subsidiary”.