BF S.p.A. ("BF" or the "Company") announces that it has entered into an investment agreement with EcorNaturaSì S.p.A. ("Naturasì") and its shareholders Ulirosa S.p.A. ("Ulirosa"), Alpa s.r.l., Invest Tre s.r.l., Dean Thomas William, Luisante S.A., Ernst Schutz, and Purpose Evergreen Capital GMBH & Co.
KGAA (collectively, the "Shareholders") aimed at developing commercial synergies between Naturasì, its subsidiaries and affiliates (the "Naturasì Group"), and the BF Group companies, in order to integrate the entire production and distribution chain, based on the organizational connection of the production phases throughout the process from seed production to cultivation, processing, and marketing of organic food products offered to the end consumer (the "Agreement").
The Naturasì Group is involved in the trade, including online, and wholesale and retail distribution of organic, biodynamic, and natural food products, with over 300 stores.
In 2022, the Naturasì Group reported consolidated production value of approximately Euro 406 million, consolidated EBITDA of approximately Euro 15.2 million, and consolidated net financial position of approximately Euro 54.8 million.
The Agreement provides for (i) the execution of a commercial agreement between BF and Naturasì concerning the purchase and distribution, by Naturasì, of organic products produced and/or marketed by the BF Group; and (ii) the subscription of a separable capital increase of Naturasì by BF, or by a company controlled by it, for an aggregate amount of Euro 25 million (the "Naturasì Capital Increase"), as a result of which the BF Group will acquire a 11.27% stake in the share capital of Naturasì (the "Transaction").
The Transaction is part of the external growth investments planned by the BF Group in the Agro-Industrial sector and included in the Group's business plan for the period 2023-2027 approved by the BF Board of Directors on July 21, 2023; for more information on this business plan, please refer to BF's press release dated July 21, 2023, and to the information memorandum published by BF in relation to the BF Capital Increase (as defined below) on November 8, 2023, following communication of the authorization to publish by CONSOB on November 8, 2023, protocol no.
0098264/23 (the "Information Memorandum").
The subscription of the Naturasì Capital Increase by BF will be financed using part of the resources from the separable capital increase, for a maximum amount (including any premium) of Euro 299,295,304.00, as resolved by the Company's Board of Directors on October 16 and November 6, 2023, pursuant to the delegation granted by the extraordinary shareholders' meeting of BF on September 27, 2023, under Article 2443 of the Italian Civil Code (the "BF Capital Increase").
As already announced, BF has received subscription commitments in relation to the BF Capital Increase from shareholders representing an aggregate of 57.78% of the share capital of BF (i.e., Dompè Holdings S.r.l., Arum S.p.A., Intesa Sanpaolo S.p.A., Eni Natural Energies S.p.A., and Fondazione ENPAM – Ente Nazionale di Previdenza e Assistenza dei Medici e degli Odontoiatri); for more information on these subscription commitments, please refer to the Information Memorandum and BF's press release dated November 14, 2023.
The Naturasì Capital Increase will be subscribed and paid by BF, in the first tranche of Euro 5 million (including any premium) on the execution date, expected to be December 14, 2023, while the second tranche, of Euro 20 million (including any premium), will be subscribed and paid subject to the occurrence of certain suspensive conditions by December 31, 2024, related to the definitive termination of the effects of certain contracts and the confirmation of the sustainability of the value of the participations by an independent expert.
The Agreement also provides that Ulirosa and BF shall enter into (i) an option agreement pursuant to which Ulirosa will grant BF an option to purchase a minority stake in Naturasì held by Ulirosa; and (ii) a shareholders' agreement containing the terms and conditions of their mutual rights and obligations as shareholders of Naturasì, with respect to Naturasì's corporate governance rules and the transfer of its shareholdings (the "Shareholders' Agreement").
In particular, the Shareholders' Agreement provides, among other things, that: (a) a member of Naturasì's Board of Directors will be designated by BF; (b) a member of the strategic committee appointed within Naturasì's Board of Directors will be chosen by BF; (c) a member of Naturasì's Board of Statutory Auditors will be designated by BF.
Provisions regarding the transfer of Naturasì's shares are also included (prohibition of alienation for BF until July 31, 2026, co-sale rights, and drag-along rights).
"BF shares with Naturasì the goal of bringing a wide range of high-quality food products to consumers' tables, grown in Italy and traceable from the seed, obtained through innovative, sustainable, regenerative, and organic agriculture, capable of enhancing the excellence of the national agri-food supply chain and protecting the country's territory and natural resources," stated Federico Vecchioni, CEO of BF.
"Today, the collaboration between our company and BF Spa has officially been announced.
The 9,000 hectares of organic and biodynamic land owned by NaturaSì will be joined by BF Spa's 2,300 organic hectares and 300 hectares under conversion. This agreement will allow EcorNaturaSì to increase its availability of Italian organic products with those from BF Spa's 12 companies and food processing sites.
We will be able to further reduce dependence on foreign supplies and address shortages primarily due to the effects of climate change.
But that's not all. BF Educational has been founded, a training and specialization school to prepare young people and lay the foundations for a healthy agriculture of the future.
EcorNaturaSì will contribute its forty years of experience in organic and biodynamic agriculture. It is an economic and cultural alliance at the same time with a common goal, to contribute to the evolution of a national agricultural system, no longer just a niche one, capable of ensuring the care of our planet and healthy food for an increasingly wide range of the population," said Fabio Brescacin, President of EcorNaturaSì.
In the Transaction, BF was assisted by Esiodo s.t.a.p.a.
as legal advisor and by L&C Consulting and Partners as financial advisor.
(NEWS Traderlink)