July, 19, 2024 - Automation Systems S.p.A., a company whose share capital is indirectly owned by Investindustrial VIII SCSp fund, has entered into a sale and purchase agreement with Pentafin S.p.A. for the acquisition of 58.35% of the share capital of Piovan S.p.A. , corresponding to 61.17% of the share capital of Piovan excluding n. 2,474,475 treasury shares (the “Treasury Shares”). Pentafin, currently Piovan’s main shareholder, shall reinvest in the share capital of Automation Systems S.p.A with a 25% shareholding

Following the closing, (i) a mandatory tender offer will be launched on the Company’s shares at a price of Euro 14.00 (cum dividend) per share with the aim of achieving the delisting of the Issuer from Euronext Star Milan and (ii) it is envisaged that Mr. Nicola Piovan and Mr. Filippo Zuppichin will continue to keep their positions of Executive Chairman and Chief Executive Officer of the Company, respectively.

Automation Systems S.p.A has also entered into a sale and purchase agreement with 7-Industries Holding B.V. for the acquisition of a further 6.47% of the share capital of Piovan, corresponding to 6.78% of the share capital of the Piovan excluding the Treasury shares . Therefore, at Closing, Automation Systems S.p.A will hold an overall shareholding equal to 64.82% of the share capital of Piovan, corresponding to 67.96% excluding the Treasury Shares

Investindustrial VIII is managed by Investindustrial Advisors Limited, incorporated under English law, and authorised by the UK Financial Conduct Authority, and subject to its supervision. The investment strategy of Investindustrial VIII and its investment companies focuses primarily on European “mid-market” companies, and operates in four main sectors: industrial manufacturing, consumer, healthcare and services, providing industrial solutions and capital to top-tier companies, mainly in partnership with successful entrepreneurs and management teams, with the aim of accelerating their globalisation.

In particular, the Sale and Purchase Agreement provides that Automation Systems S.p.A shall purchase from Pentafin no. 31,275,541 ordinary shares of Piovan.

The price for each share purchased is equal to Euro 14,00 and, therefore, the aggregate price of the Sale and Purchase is equal to Euro 438 million approximately. Such amount shall be paid by Automation Systems S.p.A to Pentafin in a lump sum upon completion of the Sale and Purchase (the "Closing"). The price of Euro 14,00 per share implies a market capitalization of the Issuer of approximately Euro 716 million and represents a premium of:
• +13.4% compared to the official price on July 18, 2024 (the last day before the announcement);
• +20.2% compared to the average official price over the 6 months preceding the announcement;
• +29.6% compared to the average official price over the 12 months preceding the announcement.

In the event that a dividend distribution is approved before the Closing, the price per share will be reduced accordingly by an equal amount.

Pentafin shall become the owner of an indirect shareholding in Automation Systems S.p.A, representing 25% of the share capital; and (ii) the parties shall enter into a shareholders’ agreement (the “Shareholders’ Agreement”) aimed at regulating, in accordance with market practice, the corporate governance of Piovan and the transfer of the relevant shareholdings. In particular, the Shareholders’ Agreement provides, among other terms and conditions, that after the Closing, Mr. Nicola Piovan shall continue to serve as Executive Chairman of the Board of Directors
and that Mr. Filippo Zuppichin be reappointed as Chief Executive Officer of the Company.

Following the Closing, Automation Systems S.p.A shall be required to launch a mandatory tender offer for all of the remaining Piovan’s shares at a price of Euro 14,00 per share (i.e. corresponding to the price of the Sale and Purchase), aimed at delisting Piovan’s shares from Euronext Star
Milan.

Automation Systems S.p.A has also entered into a sale and purchase agreement with 7-Industries Holding B.V. for the purchase of no. 3,467,698 ordinary shares of Piovan, representing 6.47% of the share capital of Piovan, corresponding to 6.78% of the share capital of Piovan excluding n. 2,474,475 Treasury Shares.

The price for each share purchased is also equal to Euro 14,00 (i.e. at the same price of the Sale and Purchase with Pentafin) and, therefore, the aggregate price of the 7-Industries Sale and Purchase is equal to Euro 49 million approximately. Such amount shall be paid by Automation Systems S.p.A to 7-Industries in a lump sum upon completion of the 7-Industries Sale and Purchase. Pursuant to the 7-Industries Sale and Purchase Agreement, the 7-Industries Closing is subject to the execution of the Closing with Pentafin.

Andrea C. Bonomi, Chairman of the Industrial Board of Investindustrial, stated: “The Piovan group exemplifies a perfect synthesis of the investment characteristics that Investindustrial prioritizes: a family owned company in a strategic and fast-evolving sector such as automation systems, demonstrating worldwide excellence. Investindustrial intends to focus on the Piovan group’s organic and inorganic globalisation and sustainability, areas to which it has always been committed. We are enthusiastic and grateful to work with Mr. Nicola Piovan, the management team and the company on a growth project that will enable expansion over the years. This significant investment will further consolidate the company’s leadership in the sector and strengthen its international market position by penetrating new markets and application segments. Investindustrial has substantial expertise in the automation sector, demonstrated by its investment in Omnia Technologies, and in launching takeover bids in Italian companies in ambitious long-term development projects, as seen with its investments in Guala Closures and La Doria in Italy.”

Nicola Piovan, Executive Chairman of Piovan’s Board of Directors, stated: “I am very proud of the growth path taken and the results achieved by the Piovan group from its foundation to today. In recent years, the Piovan group has been able to firmly consolidate its position as one of the leading global players in the development and production of automation systems for manufacturing processes. Today marks the beginning of a new chapter for the future of the Piovan group and its employees, to be written together with Investindustrial, an international partner with a strong entrepreneurial spirit whose vision, values, and focus on sustainability I share. In a constantly evolving market environment, Investindustrial's expertise and resources will be key factors in continuing and accelerating the growth path for the benefit of all stakeholders.”

Source: Automation Systems