KOS signs an agreement for the sale of its subsidiary Medipass (excluding the Indian business) to the DWS fund for an enterprise value of € 169 million and a net consideration estimated at approximately € 103 million

Milan, September 7 2020KOS and Inframedica S.àr.l., a company directly and wholly controlled by DWS Alternatives Global Limited, the investment manager delegated to manage the Pan European Infrastructure III Fund, SCSp (“DWS”) have signed a binding agreement for the transfer from KOS to DWS of 100% of the shares of Medipass S.r.l. (“Medipass”). Before the sale is completed, KOS will buy back from Medipass the Indian subsidiaries (Clearmedi Healthcare Private LTD, Clearview Healthcare Private LTD).

The enterprise value agreed upon is € 169.2 million and the equity value can be estimated at approximately € 103 million, net of the price that KOS will pay for the acquisition of the businesses in India. The total amount that will be paid on completion by DWS to KOS will be subject to adjustments linked to the actual financial position of Medipass as of September 30.

Completion of the deal is subject to the issue by the competent authorities of the necessary authorizations and to certain third party waivers, including those related to KOS’ loan agreements. Because of the time required for the authorization processes, the deal is expected to complete by the end of 2020.

The transaction will generate a net capital gain for KOS of approximately € 50 million and will reduce its debt by around € 160 million, compared to total debt (before IFRS 16) of € 356.2 million at June 30 2020.

Medipass is a leading provider of Cancer Care and Advanced Diagnostic Imaging services in Italy and the UK. Acquired by KOS in 2006, Medipass has become one of the key players in providing private and public healthcare facilities with turnkey solutions for the management of diagnostics and cancer care departments, managing standard technologies (e.g. CT, RX, ultrasound imaging), advanced technologies such as Nuclear Medicine (PET-CT) for diagnostics activities, and Radiotherapy departments for cancer care. Medipass serves over 20 healthcare facilities (hospitals and clinics) in Italy and the UK and it is uniquely positioned to meet the growing demand in the sector for investments to renew and expand the existing stock of equipment providing life-saving services.

The agreement reached for the sale shows that Medipass has created significant value since it was acquired by KOS.

The deal will enable KOS to significantly increase the allocation of resources to the growth of its core businesses (managing care homes, hospitals and rehabilitation facilities both in Italy and abroad, particularly in Germany, where it already has a significant presence).

Lastly, regarding the activities in India, where today Medipass is one of the leading providers of technological services for healthcare, with revenues of € 20.7 million in 2019, KOS will evaluate available options to realise its value. 

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DWS Infrastructure is a leading infrastructure investor and it is part of DWS Group & GmbH Co KGaA, an independent listed asset manager (ETR: DWS), with a presence in c. 40 countries and approximately EUR 745 billion of assets under management (as of June 2020). DWS Infrastructure is one of the largest European infrastructure investors and has approximately EUR 20.8 billion of assets under management as of December 2019. DWS Infrastructure seeks to create and add value to its funds’ investments through active asset management as well as through its network, experience and funding to achieve the company’s growth potential.

Hamish Mackenzie, Global Head of Infrastructure at DWS said:

“We are delighted to invest in Medipass and to partner with its impressive management team in this next phase of its journey. Medipass has been one of the pioneers in the Cancer Care sector, offering outsourcing services in diagnostics and cancer care since the 1990s, with a consistent track record of providing patients with the highest quality of care using cutting edge technology.

Medipass represents our third investment in Italy and the second investment for our fund, PEIF III, which is supported by a large component of Italian pension funds and insurance companies, and invests in infrastructure companies providing essential services across Europe.

KOS has done an excellent job in growing the company over the past years. Together with the management team, we will look to leverage Medipass’ expertise, our resources and our experience as infrastructure investors, to further expand the Company’s presence in healthcare centers across Europe to enable them to enhance their technology parks and services for the benefit of their patients.”

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KOS is a leading Italian healthcare group operating in long term care, including nursing homes, rehabilitation and psychiatry, as well as acute care. In these sectors of activity the KOS Group manages 90 facilities in Italy, with almost 8,700 beds, and 47 in Germany, with some 4,000 beds. It has just under 13,700 collaborators, of whom around 8,900 are in Italy (7,400 employees) and some 3,800 are in Germany. KOS’s revenues for 2019 totalled € 595 million, of which approximately 10% came from the Medipass companies being sold to DWS. KOS is owned for 59.5% by CIR and for 40.5% by F2i Healthcare, which in its turn is controlled by F2i, the largest infrastructure fund in Italy with more than 5 billion assets under management.

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CIR: results for first half 2020

Revenues 856.7 million (€ 1.059,1 million in first half 2019)

EBITDA: € 103.8 million (€ 140.0 million in first half 2019)

EBIT: -€ 8.3 million (€ 46.0 million in first half 2019)

Net result: -€ 30.4 million

Net financial position of the parent company at € 397.1 million, higher than at December 31 2019 (€ 295.7 million)

Milan, July 31 2020 – The Board of Directors of CIR S.p.A., which met today under the chairmanship of Rodolfo De Benedetti, has approved the Semi-Annual Financial Report as of June 30 2020 presented by Chief Executive Officer Monica Mondardini.

Consolidated results

CIR’s results for the first half of 2020 were affected significantly by the strong impact that the spread of the Covid-19 pandemic has had on all the businesses of the group, i.e. social and healthcare services (KOS), the production of components for the automotive sector (Sogefi), and the management of the financial investments of the CIR holding company and its non-industrial subsidiaries.

KOS’s business was affected by the public health emergency in all sectors, with a significant impact on economic performance: in the care homes, activity was concentrated on the complex management of the public health emergency with new admissions on hold; the rehabilitation facilities reported a decline in the number of patients following the slowdown of normal activity with the health system under stress and activity focused on the emergency; outpatient services were suspended or severely limited as was diagnostic activity; meanwhile the company focused on putting in place the necessary measures for protection of staff and patients.

Sogefi’s business was seriously affected, as indeed was the case for all of the automotive sector, by the effects of the pandemic; production was suspended first in China and then, in the second half of March, in almost all of its plants. Currently, production in China has returned to monthly levels in line with the forecasts made before the crisis; in the remaining geographical areas, production resumed gradually as from May after the main customers returned to production, but volumes were still significantly lower than those pre- Covid. The situation remains particularly critical in Mercosur and India.

In the first half of 2020, the consolidated revenues of the CIR group came in at € 856.7 million and were down by 19.1% on 2019. After the first two months which saw growth of 9.7% on the corresponding period of 2019, the public health emergency caused an immediate and drastic contraction of revenues due mainly to the suspension of Sogefi’s production activity.

The consolidated gross operating margin (EBITDA) came to € 103.8 million and was down by 25.8% from the figure for the first half of 2019 (€ 140.0 million), following the trend of revenues; the consolidated operating result (EBIT) was a negative € 8.3 million versus a positive result of € 46.0 million in the first half of 2019.

The net result was a loss of € 30.4 million after earnings of € 1.6 million in the first half of 2019.

The consolidated net financial debt before IFRS 16 amounted to € 285.7 million at June 30 2020 and was down by € 42.0 million compared to the figure at December 31 2019 (€ 327.6 million). The financial payables for rights of use according to IFRS 16 totalled € 787.8 million at June 30 2020 and thus the total consolidated debt stood at € 1,073.5 million. The payables as per IFRS 16 refer mainly to the subsidiary KOS (€ 731.8 million), which operates mostly in leased premises.

The net financial position of the Parent Company (including the non-industrial subsidiaries) was a positive € 397.1 million at June 30 2020, higher than at December 31 2019 (€ 295.7 million), following the cash inflow from the sale of CIR’s entire interest in GEDI Gruppo Editoriale S.p.A. to EXOR (€ 102.4 million), completed on April 23 2020.

The equity of the Group stood at € 728.5 million at June 30 2020 versus € 770.7 million at December 31 2019 and the decline mainly reflects the loss for the period.

As regards KOS, its revenues came in at € 337.2 million, with a rise of 19.9% on the same period of 2019 thanks to the significant contribution of Charleston (the group acquired in October 2019, which operates in Germany in the care-home sector): on a like-for-like basis revenues fell by 10.6%.

EBIT was € 18.1 million, down from € 31.6 million in 2019, due not only to the decline in the number of guests and patients in Italy because of the Covid-19 emergency, as illustrated above, but also to the higher costs incurred for protection measures to counter and limit the effects of the pandemic. The first half closed with a loss of € 2.1 million compared to earnings of € 14.4 million in the first half of 2019.

Cash flow was positive for € 11.8 million and the net financial debt before IFRS 16 declined from € 368.0 million at December 31 2019 to € 356.2 million at June 30 2020.

As for Sogefi, automotive production worldwide fell by 33% in the first half of 2020 compared to the first half of 2019, with Europe and NAFTA, Sogefi’s main areas of activity, reporting -40%. In this scenario Sogefi’s revenues came in at € 519.5 million, posting a decline of 33.2% on 2019. In the main geographical areas the group reported a distinctly better performance than the market and, thanks to the cost cutting action taken, profitability (EBITDA/revenues %) declined by just two percentage points, from 11% to 9%. Despite this, EBIT came to -€ 18.8 million, after non-recurring charges of
approximately € 18.0 million, compared to +€ 24.4 million in the first half of 2019. The first half closed with a loss of € 28.8 million, which compares with net income for the first half of 2019 of € 6.9 million.

Net financial debt at June 30 2020 before IFRS 16 rose to € 327.0 million from € 256.2 million at the end of 2019, and the increase was due mainly to the rise in working capital caused by the drastic reduction in sales, which had an immediate effect on cash inflows; this increase should be reabsorbed gradually as business recovers.

Regarding the financial investments of the holding company and the subsidiaries devoted to financial management, given the turbulence and sell-offs in the financial markets, in the first half a loss of € 5.6 million was reported, which meant a negative return of -1.4%; the portfolio of bonds and hedge funds obtained an overall positive return of 0.7%, while losses of € 7.9 million were posted for fair value adjustments made to the investments in private equity and other equity investments.

Events that have occurred since June 30 2020

On July 13 2020, as was stipulated in the agreement of December 2 2019, CIR acquired a shareholding interest in the capital of Giano Holding S.p.A., which represents transparently 5% of the share capital of GEDI. The acquisition involved a disbursement of € 11.7 million, equivalent to a price of € 0.46 for each GEDI share.

Outlook for the year

The degree of uncertainty as to the evolution of the business and the results of the second half remains extremely high.

As far as KOS is concerned, towards the end of the first half there was an inversion of the trend with a recovery in rehabilitation activity, the acute sector and in diagnostics and oncology services; the care-home sector has stabilized but is not yet at the recovery stage. As things are at present, provided there is no second wave of contagion in the autumn, it is expected that the diagnostic areas, oncology treatments, psychiatrics and the acute sector could return to levels of pre-Covid activity during this year. For rehabilitation and the care-homes, the return to normal levels of activity is expected to take place in 2021. Moreover with reference to the care-home sector in Germany, it should be noted that the impact of Covid-19 was limited and the return to normality is expected to be by the end of this year.

In this scenario, it is therefore plausible that the reduction in revenues and results of the business reported in the first half will be less in the second half of the year.

As regards Sogefi, visibility as to the evolution of the market in the coming months remains limited both in terms of the uncertainty as to the evolution of the pandemic and of the difficulty in forecasting the impact of macro-economic circumstances caused by the same on demand in the automotive sector. For the second half of 2020, IHS Markit, a source commonly used by the sector, expects that, without a second outbreak of Covid-19 and resulting measures to restrict production and adverse effects of the latter on the market, world production could be at -10% compared to the second half of 2019, while market analyst forecasts tend to be more cautious, expecting a world market contraction in a range between -15% and -30%, the latter in the event of a second wave of Covid-19.

In this uncertain scenario, Sogefi has incorporated into its expectations for the second half of the year a world market scenario hypothesis of around -20%, against which it expects to achieve an EBIT, excluding restructuring costs, that is slightly positive, a significant reduction in the net loss compared to the first half and a slightly positive free cash flow.

Both companies, in the light of the totally exceptional circumstances that arose in the first half of the year, despite today having financial resources in excess of their current needs and not foreseeing any increase in their debt compared to the levels at the end of June 2020, given the uncertainty as to the evolution of the market and anticipating the natural expiry of their existing loans, have begun negotiations with their financial partners, with whom they have consolidated relationships, to ensure that they have sufficient funding available in the medium term.

In the light of the above, the CIR group expects the second half of the year to still be difficult but provided there is no second wave of Covid-19 it should be much better than the first half.

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CIR acquires interest in Giano Holding

Milan, July 13 2020 – CIR S.p.A. – Compagnie Industriali Riunite has today acquired from EXOR an interest in the share capital of Giano Holding S.p.A., in accordance with what was set out in the investment agreement stipulated on April 23 2020 between CIR, EXOR N.V. and Giano Holding.

Giano Holding is the company controlled by EXOR, which, after acquiring the controlling interest in GEDI S.p.A. from CIR, launched a mandatory tender offer for the GEDI shares in circulation that it did not already own, at a unit price of € 0.46 per share.

After the conclusion of the offer and the reinvestment, CIR now holds an interest in the share capital of Giano Holding that represents transparently 5% of GEDI’s capital. The reinvestment was made for consideration of € 11,699,881.04 (corresponding, transparently, to a price of    € 0.46 for each GEDI share).

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CIR files AGM documents and Company Bylaws

Milan, June 30 2020 – CIR S.p.A. announces that the minutes of the Ordinary and Extraordinary General Meeting of the Shareholders, held at a single call on June 8 2020, together with the amended Company Bylaws are available to the public on the authorized storage mechanism eMarket STORAGE (www.emarketstorage.com), at the Company’s registered office and on its website (www.cirgroup.com). 

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CIR: AGM approves Financial Statements for 2019

New Board for the three years 2020-2022. Rodolfo De Benedetti confirmed as Chairman and Monica Mondardini as Chief Executive Officer. Former CIR Directors Philippe Bertherat, Maristella Botticini, Franco Debenedetti, Silvia Giannini and Francesca Pasinelli enter the Board

Milan, June 8 2020 – The Annual General Meeting of the Shareholders of CIR S.p.A. – Compagnie Industriali Riunite was held today in Milan under the chairmanship of Rodolfo De Benedetti.

Pursuant to terms of Art. 106, paragraph 4, of Decree Law no. 18 of March 17 2020, Shareholder attendance at the AGM took place exclusively through the designated representative appointed in accordance with the terms of Art. 135-undecies of D.Lgs. no 58 of February 24 1998 (TUF) and identified as Studio Segre S.r.l., to whom proxies/ sub-proxies were given as per the terms of Art. 135-novies of the TUF, in waiver of Art. 135-undecies, paragraph 4, of the TUF.

Approval of the Financial Statements for 2019

The Shareholders approved the Financial Statements for 2019 of CIR and COFIDE before the merger (on February 19 2020 the merger by incorporation of CIR S.p.A. – Compagnie Industriali Riunite into COFIDE – Gruppo De Benedetti S.p.A. took effect; the name of the Company resulting from the merger is CIR).

The group closed the year with pro-forma consolidated revenues of € 2,114.4 million, substantially unchanged from 2018, and EBITDA of € 290.3 million, down by 7.4% with constant accounting criteria. The net result before the effects relating to GEDI was a positive € 14.3 million (€ 22.6 million excluding non-recurring items and changes to accounting standards, in line with € 21.8 million, the comparable figure for the year 2018); including GEDI, the group reported a loss of € 122.4 million.

The Shareholders’ Meeting approved the proposal of the Board of Directors not to distribute dividends and the proposal not to renew the authorization to buy back own shares.

Stock Grant Plan

The Shareholders approved the first section of the report on compensation policy and on the compensation paid out and voted in favour of the second section of the same report. They also approved the Stock Grant Plan for 2020 aimed at directors and/or executives of the company and its subsidiaries for a total maximum of 4,500,000 conditional rights, each of which will give the beneficiaries the right to receive 1 CIR share free of charge. The shares assigned will be made available by drawing upon the own shares held by the company as treasury stock.

Appointment of the Board of Directors

The Shareholders Meeting established 12 as the number of members of the Board of Directors compared to the 9 members of the outgoing Board. For the three years 2020-2022 the following persons were appointed: Rodolfo De Benedetti, Monica Mondardini, Edoardo De Benedetti, Marco De Benedetti, Franco Debenedetti, Philippe Bertherat, Maristella Botticini, Paola Dubini, Silvia Giannini, Pia Luisa Marocco, Francesca Pasinelli and Maria Serena Porcari. The Directors were drawn from the sole list presented by the majority Shareholder F.lli De Benedetti S.p.A.. The CVs of the Directors are available on the website www.cirgroup.com.

During the Meeting Chairman Rodolfo De Benedetti and Chief Executive Monica Mondardini thanked the outgoing Directors Massimo Cremona and Francesco Guasti andthe outgoing Statutory Auditors for their work at the service of the company.

Appointment of the Board of Statutory Auditors

The Shareholders also appointed the members of the Board of Statutory Auditors of the company for the three years 2020-2022. The Statutory Auditors in office are Francesco Mantegazza, Maria-Maddalena Gnudi and Gaetano Rebecchini. The Alternate Auditors are Antonella Dellatorre, Luigi Macchiorlatti Vignat and Gianluca Marini. The Statutory Auditors were drawn from the sole list presented by the majority Shareholder F.lli De Benedetti S.p.A.. The Statutory Auditors’ CVs are available on the website www.cirgroup.com.

Renewal of powers delegated to the Board of Directors

In the extraordinary part of the meeting the Shareholders renewed the authorization of the Board of Directors to increase the share capital up to a maximum amount of € 500 million and to issue convertible warrants or bonds with warrants attached even without the option right and in this case in favour of institutional investors.
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Meeting of the Board of Directors

After the AGM, the Board of Directors, on the strength of the powers given to it by the Annual General Meeting of the Shareholders, implemented Stock Grant Plan 2020 by assigning 3,640,311 rights.

The Board of Directors confirmed Rodolfo De Benedetti as Chairman and Monica Mondardini as Chief Executive Officer of the company.

The Board checked the presence of the requisites for independence of the Directors, qualifying the following persons as independent: Philippe Bertherat, Maristella Botticini, Paola Dubini, Silvia Giannini, Pia Luisa Marocco, Francesca Pasinelli and Maria Serena Porcari. Seven Directors out of a total of twelve are therefore independent.

The Board also acknowledged that the members of the Board of Statutory Auditors meet the requirements for independence.

Lastly the members were appointed of the Appointments and Compensation Committee (Francesca Pasinelli, Chairman, Philippe Bertherat, Silvia Giannini, Maria Serena Porcari), of the Control, Risk and Sustainability Committee (Silvia Giannini, Chairman, Maristella Botticini, Paola Dubini, Pia Luisa Marocco, Francesca Pasinelli, Maria Serena Porcari), and of the Committee for Related-Party Transactions (Silvia Giannini, Chairman, Maristella Botticini, Paola Dubini, Pia Luisa Marocco, Francesca Pasinelli, Maria Serena Porcari). The Lead Independent Director was also appointed (Maria Serena Porcari).

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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.

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