お知らせ • Apr 15
KKCG Maritime acquired additional 8.74% stake in Ferretti S.p.A. (SEHK:9638) for approximately €120 million.
KKCG Maritime agreed to acquire an additional 15.4% stake in Ferretti S.p.A. (SEHK:9638) for approximately €180 million on January 19, 2026. Under the terms of the offer, participating shareholders will receive €3.50 per share in cash on a cum-dividend basis. The Maximum Disbursement will be paid in cash and will be funded fully by the internal resources of KKCG Maritime. The acquisition strengthen its existing stake in Ferretti, raising the holding of KKCG Maritime from the current 14.5% to 29.9%. As of March 26, 2026, KKCG Maritime has determined that it will, with immediate effect, increase the Consideration to €3.90. In the event of full acceptance of the Offer by the holders of Shares representing the Maximum Number, the overall revised maximum consideration of the Offer is equal to approximately €200 million. The financial resources required to meet the Revised Maximum Disbursement will be provided to KKCG Maritime by companies of the KKCG Group, through capital contributions and/ or shareholder loans, whether interest-bearing or interest-free. KKCG Maritime reserves the right to finance part of the Revised Maximum Disbursement through bank financing.
The offer is subject to customary, competent antitrust authority in Austria and regulatory conditions. The competent antitrust authority in Austria has approved the transaction. The board of directors of has established the Independent Board Committee, comprising Hao Qinggui, Piero Ferrari, Jiang Lan (Lansi), Jin Zhao, Patrick Sun, Stefano Domenicali and Ms. Zhu Yi, being all non-executive Directors and independent non-executive Directors, who have no direct or indirect interest in the Offer, to give advice to the Independent Shareholders in respect of the Offer. As on February 11, 2026, Consob requested KKCG Maritime to provide certain additional information. As of February 23, 2026, Consob notified KKCG Maritime that it has reopened the review period of the Offer Document with effect from February 23, 2026, (such date excluded). Such review period will expire on February 28, 2026, and Consob will approve the Offer Document on or before that date. Competent antitrust authority in Austria approved the transaction. As of February 25, 2026 the deal has been approved by CONSOB. The tender offer will commence on March 16, 2026 and will close on April 13, 2026. On March 3, 2026, the Italian Presidency of the Council of Ministers granted, expressly, its authorization pursuant to the Golden Power Legislation, without imposing any condition, undertaking, obligation or requirement, in connection with KKCG Maritime’s acquisition of the Shares under the Offer. As of March 13, 2026 The Independent Financial Adviser and Independent Board Committee recommend Independent Shareholders of Ferretti S.p.A. to not to accept the Offer, deeming it not attractive, fair, or reasonable. Shareholders should review the detailed advice in the Response Document before making any decisions. As of March 23, 2026, KKCG Maritime has received valid acceptances of the Offer during the Acceptance Period in respect of a total of 2,000 Shares, representing approximately 0.000591% stake. KKCG Maritime had received valid acceptances of the Offer during the Acceptance Period in respect of a total of 12,416 Shares, representing approximately 0.003668% of the Shares as on March 26, 2026. As of March 28, 2026, KKCG Maritime had received valid acceptances of the Offer during the Acceptance Period in respect of a total of 14,066 Shares, representing approximately 0.004156% of the Shares. As of March 28, 2026, KKCG Maritime had received valid acceptances of the Offer during the Acceptance Period in respect of a total of 28,036 Shares, representing approximately 0.008283% of the Shares in issue as of the date of this announcement and approximately 0.053778% of the Maximum Number. As of April 2, 2026 Ferretti's board described the improved terms as not fair and not reasonable and recommended that shareholders reject the offer. As of April 8, 2026, KKCG Maritime announced it entered into an agreement with Deutsche Bank AG to upsize its existing €65 million loan facility by an additional amount of up to €95 million. The Offeror intends to use the additional funds to partially finance its voluntary conditional partial public tender offer for up to a 15.4% stake in Ferretti. As part of the agreement, all shares held and to be acquired by the Offeror in Ferretti will be pledged as collateral for the upsized facility, which has a new maturity date of April 3, 2029.
Somerley International Limited acted as financial advisor to KKCG Maritime. Andrea Petruzzello, Marco Papi and Maria Chiara De Cicco of UniCredit S.p.A. acted as financial advisor to KKCG Maritime. Clifford Chance, Hong Kong acted as legal advisor to KKCG Maritime. Altus Capital Limited has been appointed as the independent financial advisor to advise the Independent Board Committee in respect of the Offer. Georgeson Srl acted as information agent to KKCG Maritime.
KKCG Maritime completed the acquisition of additional 8.74% stake in Ferretti S.p.A. (SEHK:9638) for approximately €120 million on April 13, 2026. Acceptance Period in respect of a total of 29,611,598 Shares, representing approximately 8.748335% of the Shares in issue as of the date of this announcement and approximately 56.800255% of the Maximum Number. All of the other Conditions have also been fulfilled. Accordingly, the Offer is unconditional in all respects as at the date of this announcement. KKCG Maritime will increase its holding from 49,030,027 shares 14.5% to a total of 78,641,625 shares. Upon settlement, this will represent a 23.25% stake in the Issuer's share capital.
