AGREEMENT SIGNED FOR THE SALE TO EXOR OF CIR’S 43.78% SHAREHOLDING IN GEDI, FOR €0.46 PER SHARE, REPRESENTING A TOTAL CONSIDERATION OF €102.4 MILLION
AFTER CLOSING, EXOR WILL LAUNCH A PUBLIC TENDER OFFER AT A PRICE OF €0.46 PER SHARE VIA A NEWCO
CIR INTENDS TO REINVEST IN THE NEW COMPANY IN ORDER TO RETAIN A 5% SHAREHOLDING IN GEDI
Amsterdam/Milan, 2 December 2019 – Following today’s Board Meeting of CIR – Compagnie Industriali Riunite S.p.A. (“CIR”), CIR and EXOR N.V. (“EXOR”) signed a binding agreement for the transfer from CIR to EXOR of the control stake in GEDI Gruppo Editoriale S.p.A. (“GEDI”), equal to 43.78% of the total share capital. The sale price was set at Euro 0.46 per share, representing a total of Euro 102.5 million.
Completion of the transfer of ownership is subject exclusively to receipt of the necessary approvals from the competent authorities, including the European Commission and AgCom and, in view of the expected timing for these authorizations, it is foreseen that the transaction will close by the end of the first quarter of 2020.
Following the closing, EXOR, that will finance the transaction from its own resources, will launch a public tender offer (“Mandatory Tender Offer”) via a newly constituted joint stock company on all the outstanding GEDI shares not already owned.
CIR intends to reinvest in the new company, at the Mandatory Tender Offer price, in order to acquire a shareholding equal to 5% in GEDI’s fully diluted share capital, so as to support the publishing company’s development in the coming years. EXOR and CIR will stipulate agreements in respect of the reinvestment and their respective shareholdings in the new company, that will include, amongst other things, a provision for CIR’s membership of the Board of GEDI and the usual provisions with respect to restrictions on any transfer of ownership of the relevant shares.
CIR Chairman, Rodolfo De Benedetti, said:
“After nearly 30 years as controlling shareholders of the Company, I’d like to express my sincerest thanks to all the women and men who have shared this long journey with us, a journey that has seen the group distinguish itself by the quality of its journalism, by its ability to innovate and by its far-sighted and efficient management. All of this made GEDI Italy’s leading newspaper publisher, the leader in digital information and one of the most important players in radio, and allowed it to face with foresight and decisiveness the sector’s extended period of crisis. We now hand over to a shareholder of the highest calibre, that for over two years participated in the life of the Company, that understands very well the challenges of the publishing business, in which it has already invested in recent years. EXOR’s international experience will also add to its ability to support the group in the digital transformation in which it is already engaged, like the entire sector.
EXOR Chairman and Chief Executive, John Elkann, commented:
“With this transaction we’re committing to a rigorous entrepreneurial project in support of GEDI as it addresses its future challenges. In addition to applying our media sector experience, also at an international level, EXOR will ensure the stability needed to accelerate the necessary technological and structural transformation. We’re convinced that quality journalism has a bright future so long as it can combine authoritativeness, professionalism and independence with the requirements of its readers, today and in the future.”
GEDI, a public company listed on the Mercato Telematico Azionario of Borsa Italiana, is the leading publisher of daily newspapers in Italy, with La Repubblica, La Stampa and 13 local newspapers, and also publishes magazines including L’Espresso. It is the audience leader in digital information and one of the largest radio groups in the country with 3 national stations, including Radio Deejay. It is also active in the advertising sector through the Manzoni concessionaire, on its own behalf and for third parties.
admin
959 Risultati trovatiGEDI: sale of Persidera finalised
Rome, 2 December 2019 – Having received the required regulatory approval, GEDI has finalised the sale of its 30% stake in Persidera to F2i TLC 2 and Ei Towers today.
As determined in June with the contract parties, Persidera was split into two separate entities beforehand. The first, (Persidera), owner of frequency usage rights, was sold to F2i TLC 2, and the second, NetCo, network infrastructure holder, was sold to Ei Towers.
The total consideration for GEDI, originally equal to € 74.5 million, increased by € 0.9 million, representing accrued interest from 1st August, and was paid net of dividends already received for € 4.3 million.
With this transaction, the group’s net financial debt decreases by € 71.1 million.
CIR press release
Milan, November 29, 2019 – In relation to rumours published by certain media, concerning the stake held by CIR – Compagnie Industriali Riunite S.p.A. (“CIR”) in GEDI S.p.A. (“GEDI”), upon request by Consob CIR informs that discussions are underway with EXOR N.V. (“EXOR”), in relation to a possible rearrangement of shareholding stakes in GEDI, which would lead to Exor gaining control of GEDI. A meeting of the Board of Directors of CIR will be held on Monday, December 2, in order to analyse this potential transaction; upon its conclusion further notice will be given to the market.
Sogefi: successful placement of € 75 million bond reserved for institutional investors
Milan, November 21, 2019 – Sogefi S.p.A., the automotive components company of the CIR group, today has completed the procedure for the issue and placement, with Italian and European institutional investors, of a Euro 75 million non-convertible bond (the “Bond”), as approved by the company’s Board of Directors on November 13th, 2019.
Sogefi: private placement of a bond up to €75 million reserved for institutional investors
Milan, November 13, 2019 – Sogefi S.p.A. (the “Company”), the automotive components company of the CIR group, informs that the Board of Directors today approved the launch of a process for the issuance and placement with institutional investors of a non-convertible bond for a total amount up to 75 million Euro by December 31st, 2019 (the “Bond”). The securities will be listed on regulated markets or multilateral trading systems.
The issuance of the Bond is envisaged in the context of the ongoing management of the Company’s debt maturities, and the refinancing of its existing bank debt facilities, and is aimed at providing the Company with financial resources for its general corporate purposes, including funding of new investments.
The minutes of the resolution approved by the Board of Directors regarding the issuance of the Bond will be made available to the public according to applicable laws and regulations.
***
The bonds will only be offered and sold outside the United States to institutional investors that are not “U.S. persons” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)). Neither the bonds nor any other securities of the Issuer have been or will be registered under the Securities Act or any other US securities laws, and will not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer of securities to the public in any jurisdiction. There shall be no sale, offer or delivery of these notes in the United States, Canada, Australia, or Japan, or in any state or jurisdiction in which such an offer or sale would be unlawful. No action has been or will be taken to permit a public offering of the bonds in any jurisdiction, including Italy. The offering of the bonds has not been cleared by the Commissione Nazionale per le Società e la Borsa (CONSOB), pursuant to Italian securities legislation. Accordingly, the bonds have not been and will not be offered, sold or delivered in Italy in an offer of securities to the public.
***
CIR files Interim financial information
Milan, October 31 2019 – CIR-Compagnie Industriali Riunite S.p.A. announces that the Interim Financial Information as of September 30 2019, approved by the Board of Directors on October 28, is available to the public on the authorized storage mechanism eMarket STORAGE (www.emarketstorage.com), at the registered office of the Company and on its website www.cirgroup.com.
COFIDE files Interim financial information
KOS (CIR group) completes acquisition of Charleston Holding
The deal was based on an enterprise value of € 92 million and is a significant step forward for KOS in its process of development and internationalization
Milan, October 30 2019 – KOS (59.5% controlled by CIR with F2i Healthcare holding 40.5%), one of the principal healthcare operators in Italy, has today completed the agreement announced on July 31 2019 for the acquisition of Charleston Holding GmbH, a German group active in the supply of residential services for the non-self-sufficient elderly and ancillary services for elderly patients with a high level of disability, from the EQT Infrastructure II Fund.
The deal was based on an enterprise value for Charleston of € 92 million and does not include the real-estate ownership of the nursing homes managed by the company.
Charleston manages 47 residential facilities with a total of 4,050 beds and in 2018 generated revenues of approximately € 152 million. After the acquisition KOS will now be managing 133 facilities with a total of over 12,200 beds and approximately 11,200 employees. KOS’s pro-forma sales revenues for 2018 after the acquisition amount to around € 700 million.
COFIDE: net income at € 2.3 mln in first nine months of 2019
CIR Group: revenues at € 2,010.8 mln in first 9 months of 2019
CIR GROUP: REVENUES AT € 2,010.8 MLN IN FIRST 9 MONTHS OF 2019
Ebitda at € 247.4 million
Net income at € 7.2 million
Net financial position of the parent company at 30/9 positive for € 319.2 million
Milan, October 28 2019 – The Board of Directors of CIR-Compagnie Industriali Riunite S.p.A., which met today under the chairmanship of Rodolfo De Benedetti, has approved the Financial Report as of September 30 2019 presented by Chief Executive Officer Monica Mondardini.
The CIR group operates mainly in three sectors: healthcare (KOS), automotive components (Sogefi) and media (GEDI Gruppo Editoriale).
Foreword
The Financial Report as of September 30 2019 was formulated applying IFRS 16, which establishes a new way of accounting for lease contracts and has a significant effect on the items of net debt and EBITDA of the Group. These will be highlighted further on in this press release.
Consolidated results
The consolidated results of the CIR group in the first nine months of 2019 reflect the unfavourable performance of two of the three markets in which it operates: automotive and publishing. The automotive sector worldwide reported a fall in production of 5.9% and publishing in Italy was impacted by the recession affecting advertising investments, which declined overall by 5.9% in the first eight months of the year. These developments were reflected in the revenues and results of the subsidiaries Sogefi and GEDI.
The consolidated revenues of the CIR group came in at € 2,010.8 million and were down by 2.4% compared to the same period of 2018 (€ 2,059.9 million), with KOS up by 4.3%, Sogefi down by 3.2% and GEDI down by 6%.
The consolidated gross operating margin (EBITDA) came to € 247.4 million; before the application of IFRS 16, EBITDA was € 201.8 million and was down from € 234.5 million in the first nine months of last year because of the lower margins of the subsidiaries Sogefi and GEDI.
The consolidated operating result (EBIT) was € 81.3 million versus € 111.4 million in the same period of last year.
Consolidated net income came in at € 7.2 million, € 20.3 million excluding the impact on the group of the write-down reported by GEDI of its shareholding interest in Persidera in the prospect of its disposal (€ -7.7 million), the effect of the new accounting standards (€ -2.6 million) and the non-recurring charges incurred by the parent company mainly for the merger by incorporation of CIR into COFIDE. In the first nine months of 2018, the net result was € 32.5 million; the decline of € 20.3 million was due to the lower results of the subsidiaries Sogefi and GEDI, on account of the unfavourable performance of their respective markets.
The consolidated net financial debt at September 30 2019, excluding the financial expenses for rights of use introduced by IFRS 16, amounted to € 358.1 million, in line with the figure at September 30 2018 (€ 354.4 million).
The total net financial debt at September 30 2019 of the industrial subsidiaries, before IFRS 16, stood at € 677.8 million (€ 622.6 million at the end of December 2018), with an increase in the debt of KOS of € 31 million due to the payment of dividends and investments made in development, and a reduction of € 6.3 million in the net debt of GEDI and of € 21.6 million in that of Sogefi.
The net financial position of the parent company (including the non-industrial subsidiaries) was a positive € 319.2 million at September 30 2019, unchanged from € 320.3 million at September 30 2018. The change in the first nine months of 2019 was the result of disbursements for the distribution of dividends (€ 25 million) and the buyback of own shares (€ 3.2 million), the effect of IFRS 16 for € -0.5 million, offset by the positive cash flow from operations (€ 22.4 million).
The application of accounting standard IFRS 16 at September 30 2019 involved the recognition of financial payables for rights of use for an amount of € 433.1 million and thus the consolidated net debt figure after IFRS totalled € 791.2 million. The increase relating to IFRS 16 came mainly from the subsidiary KOS (€ 311.3 million), which operates mainly in leased premises.
The shareholders’ equity of the group amounted to € 914.6 million at September 30 2019 versus € 936.2 million at December 31 2018.
At September 30 2019 the CIR group had 16,526 employees (16,365 at December 31 2018).
Results of the industrial subsidiaries of the CIR group
Healthcare: KOS
KOS, which is controlled by CIR (59.5%) and in which F2i Healthcare has an interest, is one of the largest groups in Italy in the sector of healthcare and care homes (long-term care, diagnostics and oncology treatments, management of hospital facilities). The group manages 86 facilities, mainly in the centre and north of Italy, for a total of 8,153 beds, and is also active in India and the United Kingdom.
In the first nine months of 2019 KOS reported revenues of € 420.3 million, showing an increase of 4.3% compared to € 403.1 million in the same period of last year. The Long Term Care area posted a rise thanks to organic growth and the contribution of the acquisitions made in 2018; the Diagnostics, oncology treatments and acute area reported growth after new services were introduced in 2018 and 2019.
EBITDA came to € 101.6 million; excluding the effect of IFRS 16, it was € 75.9 million (18.1% of revenues) in line (+1.3%) with the first nine months of 2018 (€ 74.9 million).
EBIT was € 50.4 million; before IFRS 16 it was € 47.9 million, in line with the first nine months of 2018.
Net income came in at € 23.5 million compared to € 24.8 million in the first nine months of 2018; the slight decline was due to the application of IFRS 16, which had an impact of € 1.6 million.
At September 30 2019, KOS had net financial debt before IFRS 16 of € 295.3 million, up by € 35.9 million from € 259.4 million at December 31 2018, after the distribution of dividends of € 35.1 million in the period and investments in development for € 26 million (greenfield and new projects in the diagnostics and cancer treatment areas).
The application of accounting standard IFRS 16 involved the recognition at September 30 2019 of financial payables for leasing and rights of use of € 311.3 million and therefore the net financial debt figure came to € 606.6 million.
In July the company KOS Germany GmbH was set up, a special purpose vehicle for the formalization of the acquisition of Charleston Holding GmbH, a German company active in the supply of residential services for the non-self-sufficient elderly and of ancillary services for patients who are elderly and have a high level of disability. Charleston manages 47 care homes with a total of 4,050 beds. The deal is expected to close in November.
Automotive components: Sogefi
Sogefi is one of the main producers worldwide in the sectors of suspension, filtration, and air and cooling systems for motor vehicles, with 41 production plants in four continents. The company is controlled by CIR (56.7%) and is listed on the Stock Exchange.
In the first nine months of 2019, the world car market reported a decline in production of 5.9% (source IHS – October 2019) compared to the same period of 2018, with Europe down by 4.3%, Asia falling 11.6%, North America declining by 2.2% and South America down by 3.3%.
The revenues of Sogefi came in at € 1,149.0 million, down by 2.2% at constant exchange rates and by 3.2% at historical exchange rates compared to the same period of 2018, but holding up better than the market thanks to business in Europe.
By geographical area, revenues at constant exchange rates were down by 1.6% in Europe, by 4.2% in North America and by 13% in Asia, while in South America they posted a rise of +8.6%.
By business sector, at constant exchange rates, Suspensions posted a decline in revenues of 4.2% (-7.3% at current exchange rates) and Air and Cooling a decline of 3.5% (-1.6% at current exchange rates) while the revenues of Filtration rose by 1.1% (+0.1% at current exchange rates).
EBITDA came in at € 130.7 million, down from € 141.6 million in the first nine months of 2018; with the same accounting criteria and excluding for the previous year the non-recurring gain of € 6.6 million from the closure of the quality claims in Systèmes Moteurs S.A.S., profitability (EBITDA/ Revenues %) was 11.4% versus 12% in the same period of 2018. In the third quarter, profitability (12%) recovered compared to the figures for the previous two quarters (10.6% and 11.6% in the first and second quarters respectively) to a higher level than that reported for the third quarter of 2018.
EBIT came to € 37.4 million versus € 56.3 million in the first nine months of 2018. Profitability (EBIT/Revenues %) was 3.3% down from 4.3% in the first nine months of 2018 (with the same accounting criteria and excluding the above-mentioned non-recurring gain). Profitability in the third quarter of 2019 shows an improvement from the third quarter of 2018 (from 3.1% to 3.5%). The operating result held up well in the main markets, Europe and North America, thanks to the actions put in place during the period, while the unfavourable performance of the Chinese market and that of South America (particularly Argentina) together with the start-up costs of the filter production plant in Morocco had a negative impact.
Net income came in at € 8.3 million, down from € 20.4 million in the first nine months of 2018, after tax expense of € 12.6 million in the first nine months of 2019, versus € 16.5 million in the same period of 2018.
The net debt totalled € 327.7 million at September 30 2019, including € 63.1 million resulting from the application of IFRS 16. Excluding this amount, the net debt at September 30 2019 was € 264.6 million, down by 21.6 million from the figure at September 2018 and substantially in line with the net debt figure for December 2018.
For further information on the results of Sogefi, see the press release published by the company on October 25 2019.
Media: GEDI Gruppo Editoriale
GEDI Gruppo Editoriale, is the leading company in Italy in daily and multimedia news and one of the most important in Europe. It operates mainly in the following sectors: newspapers and magazines, radio, the internet and the collection of advertising. The company is controlled by CIR (45.8%) and is listed on the Stock Exchange.
In the first eight months of 2019 advertising investments were down by 5.9% compared to the same period of last year (Nielsen Media Research data). Of the main media only radio and the internet (excluding search engines and social media) reported a positive performance posting growth of 2.5% and 2.2% respectively. The printed press was the medium that suffered the most, again reporting a fall of 12.5%. As for circulation, in the first eight months of 2019 daily newspapers reported a decline in sales on the newsstands and by subscription of 8.2% (ADS-Accertamento Diffusione Stampa figures). Including digital copies, the overall circulation of daily newspapers posted -7.3%.
GEDI’s revenues totalled € 441.5 million, declining by 6% compared to the first nine months of 2018. Circulation revenues came to € 205.2 million and were down by 4.8% on those of the same period of last year with advertising revenues, amounting to € 206.4 million, falling by 7%.
EBITDA came in at € 31.1 million; excluding the effect of IFRS 16, it would have been € 20.2 million (€ 31.4 million in the first nine months of 2018), after restructuring costs of € 4.9 million.
EBIT came to € 7.1 million (€ 17.3 million in the first nine months of 2018).
The net result was a loss of € 18.3 million. Given the scheduled sale of the interest in Persidera, the company aligned its carrying value to the expected sale price, with a negative impact on the net result of € 16.9 million, plus that of € 3.7 million of restructuring costs. Net of these effects the consolidated result would have been a positive € 2.2 million (net income of € 7.8 million in the first nine months of 2018).
Net financial debt at September 30 2019, before the application of accounting standard IFRS 16, amounted to € 118.4 million, down from € 124.7 million at September 30 2018, but higher than the € 103.2 million at December 31 2018, as an effect of € 25.6 million of disbursements relating to the restructuring plans in progress. The application of IFRS 16 led to the recognition at September 30 2019 of financial payables for leasing and rights of use of € 58.6 million and thus the net debt figure after IFRS came to € 177.0 million.
For further information on the results of GEDI see the press released published by the company on October 21 2019.
Non-core investments
At September 30 2019 the non-core investments of the CIR group totalled € 67.2 million (€ 72.5 million at December 31 2018) and consisted of the following: a diversified portfolio of private equity funds managed by CIR International, the fair value of which, calculated based on the NAVs produced by the funds themselves, was € 47.6 million at September 30 2019, investments in non-strategic equity interests worth € 10.5 million and a portfolio of non-performing loans with a total value of € 9.1 million.
Outlook for the year
Performance in the rest of the year will depend on the evolution of the three business sectors.
As far as KOS is concerned, during the fourth quarter it is expected that the growth reported in the previous nine months will be confirmed, with the addition of the consolidation of the acquisition made in Germany.
As regards Sogefi and GEDI, performance in the remaining part of the year will depend on the evolution of the automotive market and the publishing market in Italy, both of which are currently characterized by an unfavourable performance and an outlook of substantial uncertainty.
For Sogefi in particular, in recent months sector sources have revised down their expectations for world car production in the fourth quarter and are now forecasting a decline of 5.5% (in line with what was reported for the first nine months of the year), compared to their previous forecast of -1%. On the basis of these general prospects, as well as other specific factors, Sogefi expects that sales in the last quarter compared to the previous year will be in line with the evolution of the market and that the EBIT margin will improve slightly in comparison with the fourth quarter of 2018.
For GEDI, as regards the outlook for the year, it should be noted that the results of the second and third quarters have improved in comparison with the early months of the year and in the fourth quarter the group expects to see further effects of the actions put in place. It can therefore be expected that, in the absence of any events as yet unpredictable, the group will obtain a positive result, excluding the impact of the sale of Persidera and any other exceptional items.
Significant events that have taken place since September 30 2019
On October 11 an irrevocable bid was received for the acquisition of a 29.9% interest in GEDI. The bid was neither agreed upon nor requested and all the CIR Board members defined it as inadmissible as contrary to the interest of the company.
***
The executive responsible for the preparation of the company’s financial statements, Giuseppe Gianoglio, hereby declares, in compliance with the terms of paragraph 2 Article 154 bis of the Finance Consolidation Act (TUF), that the figures contained in this press release correspond to the results documented in the company’s accounts and general ledger.
***
This is not a compatible browser.
To continue to navigate on this site, an updated or more recent browser is necessary
Before accessing the contents of this website, please read and accept the legal notice below.
The documentation and information contained in this area of the website are accessible only to persons who are not currently domiciled or located in the United States of America, Australia, Canada, Japan, or in any other jurisdiction other than Italy in which it is required an authorization by the competent regulatory authorities or other fulfillments (such Countries, included the United States of America, Australia, Canada, Japan, jointly the “Other Countries”).
The document and information contained in this area of the website are not, and must not be sent, or in any other way transmitted to or distributed to, directly or indirectly, in the United States of America, Australia, Canada, Japan or any Other Countries.
The documentation and information contained in this area of the website are not, and must not be sent by, or transmitted to or distributed to, directly or indirectly, persons resident or physically present in the United States of America, Australia, Canada, Japan, and do not constitute and cannot be interpreted as an offer to purchase or a solicitation of an offer to sell financial instruments addressed to U.S. Persons - as defined under the U.S. Securities Act of 1933, as amended, or to persons resident in Other Countries. The shares of COFIDE – Gruppo De Benedetti S.p.A. – which will change its company name to “CIR S.p.A. – Compagnie Industriali Riunite” on the effective date of the merger by incorporation with CIR S.p.A. – Compagnie Industriali Riunite - referred to in this area of the website have not been and will not be registered under the U.S. Securities Act of 1933, and may not be offered or sold in the United States of America absent registration or an applicable exemption from registration thereunder.
In order to access the information and documents contained in this area of the website I declare under my personal liability: not to be currently a U.S. Person, and not to find me at present in or not to be resident in the United States of America, Australia, Canada, Japan, or in any Other Country, and I have fully understood and accepted the limitations reported above.
The documentation and information contained in this area of the website are accessible only to persons who are not currently domiciled or located in the United States of America, Australia, Canada, Japan, or in any other jurisdiction other than Italy in which it is required an authorization by the competent regulatory authorities or other fulfillments (such Countries, included the United States of America, Australia, Canada, Japan, jointly the “Other Countries”).
The document and information contained in this area of the website are not, and must not be sent, or in any other way transmitted to or distributed to, directly or indirectly, in the United States of America, Australia, Canada, Japan or any Other Countries.
The documentation and information contained in this area of the website are not, and must not be sent by, or transmitted to or distributed to, directly or indirectly, persons resident or physically present in the United States of America, Australia, Canada, Japan, and do not constitute and cannot be interpreted as an offer to purchase or a solicitation of an offer to sell financial instruments addressed to U.S. Persons - as defined under the U.S. Securities Act of 1933, as amended, or to persons resident in Other Countries. The shares of COFIDE – Gruppo De Benedetti S.p.A. – which will change its company name to “CIR S.p.A. – Compagnie Industriali Riunite” on the effective date of the merger by incorporation with CIR S.p.A. – Compagnie Industriali Riunite - referred to in this area of the website have not been and will not be registered under the U.S. Securities Act of 1933, and may not be offered or sold in the United States of America absent registration or an applicable exemption from registration thereunder.
In order to access the information and documents contained in this area of the website I declare under my personal liability: not to be currently a U.S. Person, and not to find me at present in or not to be resident in the United States of America, Australia, Canada, Japan, or in any Other Country, and I have fully understood and accepted the limitations reported above.