Wine and finance: Italian Wine Brands has acquired Enoitalia for 150 million euros

The financial operation that brought Italian Wine Brands, one of the few companies listed on the stock exchange (on the AIM stock list) to negotiate the purchase of 100% of the Enoitalia capital of the Pizzolo family, (in 2020 the company sold 111 million bottles for 200 million euros in revenue) has resulted in a private Italian wine giant company, boasting a turnover of over 400 million euros, and heavily focused on marketing and distribution. At the close of the transaction, Italian Wine Brands will pay 150.5 million euros to the Pizzolo Group, while the Pizzolo Group will reinvest in Italian Wine Brands subscribing 1.4 million ordinary shares, at the price of 32.5 euros each (for a total of around 45.5 million euros), and therefore acquiring 15.9% stake in the share capital of Italian Wine Brands. Meanwhile, it will still remain at the helm of Enoitalia.
“Italian Wine Brands S.p.A. is a company on the AIM segment of the Italian Stock Market and one of the main players active in the production, distribution and sales of high quality Italian wines, under its own brand on International markets. The company announced that agreements are being signed – explained an official note – to cover the acquisition of 100% of the capital of Enoitalia S.p.A. Enoitalia was founded in 1986 and is still entirely controlled by the Pizzolo family. It is one of the leading Italian wine producing companies counting approximately 111 million bottles sold in 2020, an export quota equal to over 80% of turnover and a leading position in the production and distribution of Prosecco, sparkling, semi-sparkling and still wines, both white and red. Following years of steady and solid growth, in 2020, Enoitalia achieved sales revenues for a total of 200.8 million euros, an EBITDA of 17.1 million euros and a net financial debt of 1.1 million euros (per the company’s accounting data as of December 31, 2020, drawn up according to the Italian accounting organization, OIC standards). The company headquarters are located in Calmasino (Verona), and state-of-the-art production facilities are in Calmasino and also in Montebello Vicentino (Vicenza). The agreements that have just been signed provide that Italian Wine Brands will acquire 100% of the capital of Enoitalia on the basis of an overall Equity Value amounting to 150 million 500 hundred thousand euros. Italian Wine Brands will pay this amount in cash on the closing date of the transaction”.
As we mentioned, the transaction “also provides that the family holding, as well as the majority shareholder of Enoitalia, Gruppo Pizzolo, will reinvest in the Italian Wine Brands Group through subscribing 1.400.000 newly issued Italian Wine Brands ordinary shares at the price of 32.50 euros (thirty-two euros, 50 euro cents) each, amounting to 15.91% total stake of Italian Wine Brands capital share (the “Reinvestment”). The newly issued Italian Wine Brands shares subscribed by Gruppo Pizzolo will be subject to restrictions and will be non transferable for a period of thirty-six months. The acquisition transaction (detailed information is provided below in this press release) will take place upon the evaluation of Enoitalia's financial capital of multiples lower than those currently expressed by the Italian Wine Brands shares, and the Board of Directors of Italian Wine Brands has evaluated the transaction with content and potential to increase the value of the Italian Wine Brands stock”.
By integrating the two companies - explained Italian Wine Brands – we will create the largest private Italian wine group, totaling aggregate revenues equal to 405.1 million euros and an EBITDA of 42.7 million euros (aggregate accounting data as of December 31, 2020).
“Enoitalia entering into the consolidation scope of Italian Wine Brands will also guarantee strengthening the presence of the Italian Wine Brands Group on International markets, especially in the United Kingdom, where Enoitalia reached 68.1 million euros in revenues in 2020, and on the United States market, where Enoitalia achieved revenues totaling 16.9 million euros in 2020. Furthermore, diversification of the customer base, through the acquisition of primary International accounts operating in mass retail distribution, plus strengthening the winemaking capacity (especially of sparkling and semi-sparkling wines) and bottling, through the use of production sites in Calmasino and Montebello Vicentino, will allow for the possibility of obtaining important revenue and cost synergies”.
The participating stake of the Pizzolo family in the shareholding of Italian Wine Brands will also ensure a full alignment of interests between shareholders and top management as well as sharing a growth path for the Group that will share in common respective entrepreneurial, managerial and creative cultures, in addition to the relative know-how, in order to strengthen its competitiveness and accelerate its path of development.
The contractual agreements between the parties also provide that, on the closing date of the transaction, Dr. Giorgio Pizzolo and Dr. Marta Pizzolo will be appointed directors of Italian Wine Brands, and that Dr. Giorgio Pizzolo will retain the office of president and CEO of Enoitalia. “A wider product and brand portfolio”, declared Alessandro Mutinelli, president and CEO of Italian Wine Brands, “expansion of the customer base, greater territorial diversification of sales, entering into the HORECA (hotel, restaurant, catering) sector, doubling volumes with production and commercial synergies, all signify, in short, more competitive strength. I would like to thank the Pizzolo family for sharing this ambitious project and for the decision to remain an active part in Italian Wine Brands. Thanks also to all the people at Italian Wine Brands who have contributed to making the Group grow over the years through their tenacity and vision. Today, we are opening a new chapter in our history. We have achieved what we promised at the time of listing, and that is to become a leading aggregator pole in our sector. We are starting up again, here, and there is even greater enthusiasm and determination, plus a well-established team that has clear and shared growth objectives”.
Studio Gatti Pavesi Bianchi Ludovici organized the transaction and acted as legal advisor to Italian Wine Brands while Studio Gerosa Sollima e Associati acted as legal advisor to Enoitalia.