D’Ieteren is to acquire a 41 per cent stake in Milan-listed Moleskine from reference shareholders Appunti (Syntegra Capital) and Pentavest (Index Ventures), at EUR2.40 per share, valuing the company equity at EUR506 million.
After closing of the acquisition, which is subject to German anti-trust clearance, D’Ieteren will launch an unconditional mandatory takeover offer on the remaining shares at the same price (EUR2.40 per share) with no minimum threshold of ownership in the course of Q4 2016.
If the applicable threshold is reached, D’Ieteren intends to delist Moleskine from the Milan stock exchange. This remaining investment will be financed through a combination of available cash and bank facilities.
D’Ieteren is a family-owned group founded in 1805 and based in Brussels, Belgium. D’Ieteren seeks growth and value creation by pursuing actively encouraging and supporting management teams to develop their position in their industry or in their geographies. Its goal is to be a partner of choice for builders of inspiring businesses.
D’Ieteren has currently two activities: D'Ieteren Auto, which distributes Volkswagen, Audi, SEAT, Škoda, Bentley, Lamborghini, Bugatti, Porsche and Yamaha vehicles in Belgium; and Belron (94.85 per cent owned), which specialises in vehicle glass repair and replacement operating under the brands Carglass, Autoglass and Safelite.
Roland D’Ieteren, chairman of the board of directors of D’Ieteren, says: “We are very happy to welcome Moleskine into the group. Since our establishment in 1805, we have always pursued a long-term vision combined with strong values. Moleskine represents these values perfectly and is a very promising company with strong growth potential and a highly talented management team.”
Axel Miller, CEO of D’Ieteren, says: “Moleskine is a great fit for D’Ieteren: it has a leadership position, an outstanding management team, a solid track record, scalability, growth potential and a fit with our culture. Our wish is to delist Moleskine and support their ambitious plans to further develop a global aspirational lifestyle brand. Going forward, D’Ieteren will continue to invest in activities with growth potential while bringing support in areas where we can add value such as strategy, financial expertise and talent management. D’Ieteren’s history has been built on our capacity to identify businesses with potential for sustainable growth based on favourable underlying long-term trends, to support the development of leadership in selected territories, in particular through long-term investment in brands and adequate ‘go-to-market’ strategies, and to support ambitious and talented teams to fulfil their mission. Moleskine is just one such company and we are very pleased to welcome them in the group.”
Arrigo Berni, CEO of Moleskine, says: “We are absolutely thrilled to join the D’Ieteren group. D’Ieteren’s longstanding history of growing businesses combining long-term vision and strong values is a clear indication that they will be an excellent partner for Moleskine, supporting our long-term growth strategy while enabling us to maintain our corporate philosophy, identity and values.”
Marco Ariello, managing partner of Syntegra Capital and chairman of Moleskine, says: “Syntegra Capital is proud of having believed 10 years ago in the potential of the Moleskine brand and of having supported management and the company in its development path. We acquired Moleskine with less than 20 employees and we leave now, in good hands, a company with a global presence and in continuous growth, a talented management team and approximately 450 employees. I am certain that D’Ieteren is a partner which will be able to add value and contribute to the future development of the company.”
Goldman Sachs is acting as financial adviser and Cleary Gottlieb Steen & Hamilton as legal adviser to D’ieteren in this transaction. Syntegra Capital has been advised by Rothschild & Co as financial adviser and Raynaud Studio Legale as legal adviser.