CIR PRE-MERGER

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- 18:15 CET

Merger of CIR into COFIDE: registered the deed of merger

MERGER OF CIR S.P.A. – COMPAGNIE INDUSTRIALI RIUNITE INTO COFIDE – GRUPPO DE BENEDETTI S.P.A.
REGISTERED THE DEED OF MERGER

Milan, February 14 2020 – COFIDE – Gruppo De Benedetti S.p.A. (“COFIDE” or the “Surviving Company”) and CIR S.p.A.– Compagnie Industriali Riunite (“CIR”) announce thattoday the deed of merger by incorporation of CIR into COFIDE (the “Merger”) has been registered with the Milan Companies Register.

Pursuant to the deed of merger, the Merger will become effective from February 19 2020 (“Effective Date of the Merger”), third trading day following the last of the registrations of the deed of Merger with the competent Register of Companies pursuant to Article 2504-bis of the Italian Civil Code. For accounting purposes, the transactions carried out by CIR will be accounted for in the financial statements of COFIDE as from 1 January 2020. The tax effects will also commence on that same date.

As from the Effective Date of the Merger the amendments to the Bylaws related to the Merger will enter into force and COFIDE will change its name to “CIR S.p.A. – Compagnie Industriali Riunite”.

The Merger provides for the application of the following exchange ratio: 2.01 ordinary COFIDE shares, with a nominal value of Euro 0.50, for each CIR ordinary share.

The Merger will take place through cancellation without exchange: (i) of the CIR ordinary shares owned by COFIDE on the Effective Date of the Merger and (ii) of the treasury shares owned by CIR on the Effective Date of the Merger.

As from the Effective Date of the Merger, the Surviving Company will issue no. 557,997,396 shares on the basis of the exchange ratio, each with a nominal value of Euro 0.50, for a total nominal amount of Euro 278,998,698. Therefore, following the Merger, the share capital of the Surviving Company, fully subscribed and paid in, will amount to Euro 638,603,657 consisting of no. 1,277,207,314 shares each having a nominal value of Euro 0.50.

The Surviving Company shares assigned in exchange will have regular entitlement and will grant their holders rights that are equivalent to those granted by the shares outstanding at the time of the assignment and will be fungible with the latter. The Surviving Company shares issued to serve the Merger will be made available to CIR shareholders, in the regime of dematerialisation and subject to centralised management by Monte Titoli S.p.A., pursuant to Articles 83-bis et seq. of the Consolidated Financial Act, without any charge, expense or commission to be paid by CIR shareholders.

Equita SIM S.p.A. will provide a service to enable the depository intermediaries to liquidate fractions of shares below or exceeding the minimum limits necessary to allow the shareholders of CIR to hold a whole number of Surviving Company shares. The Merger will cause the dissolution of CIR. The last trading day of the CIR shares will be on February 18 2020. Finally please note that, with regard to the composition of the Board of Directors, Article 30 of the Bylaws of the company resulting from the Merger provides that the Board of Directors in office of COFIDE shall automatically cease on the Effective Date of the Merger, with the obligation for the directors to call without delay the ordinary Shareholders’ Meeting for the election of the new Board of Directors of the company resulting from the Merger.

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The documentation relating to the Merger is available on the website of COFIDE (www.cofide.it) and of CIR (www.cirgroup.com).
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- 16:00 CET

Deed of merger signed of CIR into COFIDE

Milan, 3 February 2020 – COFIDE – Gruppo De Benedetti S.p.A. (“COFIDE”) and CIR – Compagnie Industriali Riunite S.p.A. (“CIR”) announce that today the deed of merger by incorporation of CIR into COFIDE was signed (the “Merger”).

The statutory implications of the Merger will take effect on the third trading day following the last of the registrations of the deed of Merger with the competent Register of Companies pursuant to and as an effect of Article 2504-bis of the Italian Civil Code (“Effective Date of the Merger”). It is understood that the last of the registrations with the competent Register of Companies is subject to the issue of the authorization by Consob for publication of the prospectus for admission to trading of the COFIDE shares to be issued in the context of the Merger.

For accounting purposes, the transactions carried out by CIR will be accounted for in the financial statements of COFIDE as from 1 January of the financial year in which the Merger takes effect under civil law. The tax effects will also commence on that same date.

The Merger involves the application of the following exchange ratio: 2.01 ordinary COFIDE shares, with a nominal value of Euro 0.50 for each CIR ordinary share. The Merger will take place through cancellation without exchange: (i) of the CIR ordinary shares owned by COFIDE on the Effective Date of the Merger and (ii) of the treasury shares owned by CIR on the Effective Date of the Merger.

Taking into account the CIR shares owned by COFIDE and the treasury shares owned by CIR as of today, to service the Merger COFIDE will issue 557,997,396 COFIDE shares on the basis of the exchange ratio, each with a nominal value of Euro 0.50, for a total maximum amount of nominal Euro 278,998,698.

The COFIDE shares assigned in exchange will be listed on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. and will be subject to the regime of dematerialisation and centralised management by Monte Titoli S.p.A., pursuant to Articles 83-biset seq. of the Consolidated Finance Act. The COFIDE shares assigned in exchange will have regular dividend entitlement and the same characteristics as the COFIDE ordinary shares in circulation at the time of the assignment and will be fungible with the latter.

As from the Effective Date of the Merger, the amendments to the Company Bylaws relating to the Merger will take effect and the share capital of COFIDE, fully subscribed and paid in, will amount to Euro 638,603,657, consisting of 1,277,207,314 shares each having a nominal value of Euro 0.50.

It should also be noted that on the Effective Date of the Merger, COFIDE will change its name to “CIR S.p.A. – COMPAGNIE INDUSTRIALI RIUNITE”. With the Merger CIR will cease to exist and CIR shares will therefore be delisted from the Mercato Telematico Azionario.

The Effective Date of the Merger and any further information on the procedures for the assignment of COFIDE shares will be disclosed in a special announcement to be published in the newspaper La Repubblica and on the websites of COFIDE (www.cofide.it) and CIR (www.cirgroup.com) as well as on the authorised storage mechanism eMarketSTORAGE (www.emarketstorage.com).

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- 22:00 CET

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.

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- 16:30 CET

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.


The Bond is unsecured and, with an annual fixed coupon of 3%, will mature in November 2025 allowing Sogefi to lengthen debt maturities while further diversifying its own funding sources.


Mediobanca and Unicredit were joint lead managers on this transaction.


Settlement of the bonds and their admission to trading on the regulated MTF market managed by the Vienna Stock Exchange took place today.

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- 14:15 CET

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.

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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.
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- 15:25 CET

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.

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- 15:50 CET

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.

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- 14:20 CET

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.


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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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- 08:41 CEST

CIR: Romed bid inadmissible

Milan, October 13 2019 – In relation to the notice published today by Mr Carlo De Benedetti regarding he bid, unsolicited and with no prior agreement, that he made on Friday through Romed S.p.A. for the purchase of a 29.9% interest in GEDI S.p.A., CIR S.p.A. announces that it considers the bid to be clearly inadmissible as it is totally inadequate to recognize the real value of the investment for CIR S.p.A. and all other shareholders, and would not ensure sustainable prospects in the long term for GEDI S.p.A., an aspect that CIR S.p.A. has always been committed to.

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- 08:25 CEST

KOS (CIR Group): contract signed for the acquisition of the Charleston Holding in Germany from EQT

The investment by KOS, the company in which F2i has a stake, amounts to approximately € 90 million

The number of facilities managed by KOS will rise from 85 to 132, giving a total of over 12,000 beds

 Milan, July 31 2019 – CIR announces that its subsidiary KOS has today signed a definitive agreement, subject to customary antitrust approvals, for the acquisition from EQT Infrastructure II Fund of 100% of the capital of Charleston Holding GmbH (“Charleston”).

Active in the supply of residential services for the non self-sufficient elderly and ancillary services for elderly patients and those with a high degree of disability, Charleston manages 47 nursing homes with a total of 4,050 beds and in 2018 generated revenues of approximately € 152 million.

The enterprise value of the deal is approximately € 90 million but does not include Charleston’s real estate portfolio. The transaction will be funded by credit facilities already available to the company and is expected to close by the end of October 2019.

Charleston, which is among the top ten providers in the western part of Germany, is a company of a significant size that is structured with a view to growing further in the German market. With around 880 thousand nursing-home beds, of which some 40% are managed by private operators, Germany is today one of the main markets in Europe and, thanks to its demographics and the solidity of its financing system, has interesting prospects in terms of stability and growth.

KOS is one of the top Italian operators in the social healthcare sector. It was founded in 2002 by the CIR Group, which holds 59.5% of the company’s capital, and in 2016 the infrastructure fund F2i acquired a 40.5% shareholding interest. The KOS Group operates in Italy in the field of functional rehabilitation with ‘Santo Stefano Riabilitazione’, nursing homes for the elderly with the ‘Anni Azzurri’ brand, psychiatric rehabilitation with ‘Neomesia’, diagnostic imaging and oncology treatments with ‘Medipass’ and hospital management with the ‘Ospedale di Suzzara’. The Group also operates in the UK and in India through its subsidiary ‘Medipass’ and, again in India, through the joint venture ‘ApoKos’ in the supply of rehabilitation services.

With the acquisition of Charleston, the number of facilities managed by KOS will increase from 85 to 132 giving a total of over 12,000 beds and around 11,200 employees. The joint revenues for 2018 of the two groups came to approximately € 700 million.

The Chief Executive Officer of KOS Giuseppe Vailati Venturi made the following statement: “The acquisition of Charleston is a significant step forward in KOS’s process of internationalization and will enable the company to accelerate its development. The German market offers many opportunities both for business combinations and for opening new nursing homes. The know-how developed by the KOS Group in Italy in the field of rehabilitation and healthcare will be an important lever for improving the growth potential of Charleston.”

Carlo Michelini, Chairman of KOS, commented as follows: “With this deal KOS will be introducing in Germany the growth model that has characterized its success in Italy: the acquisition of a platform that will function as a driver for the combination and consolidation of new facilities, with the aim of creating excellence on a European scale in the social healthcare sector”.

The KOS Group was assisted for this deal by BNP Paribas as financial advisor, SKW Schwarz and Carnelutti Studio Legale Associato as legal advisors and by Deloitte, Candesic, and Perner Architekten for the due diligence for the acquisition.

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