お知らせ • Apr 17
S.G.G. Holding S.p.A. promotes a voluntary public tender offer to acquire the remaining 69.89% stake in SAES Getters S.p.A. (BIT : SG) for approximately €310 million. S.G.G. Holding S.p.A. promotes a voluntary public tender offer to acquire the remaining 69.89% stake in SAES Getters S.p.A. (BIT : SG) for approximately €310 million on April 16, 2024. The cash consideration for each Share tendered and purchased by the Offeror is €26.3 per share. SAES Getters S.p.A. already held 5,053,486 Shares, representing approximately 30.1% of the Issuer's share capital, amounting to a total of 11,731,762 Shares, representing approximately 69.9% to be tendered. The maximum disbursement to be borne by the Offeror in the event that all the Shares Subject to the Offer are tendered to the Offer would be €308,545,340. Upon completion, S.G.G. Holding will be delisting of SAES Getters's Shares from listing and trading on Euronext Milan. The Offer is aimed at the Delisting of the Issuer with no minority shareholders remaining. The effectiveness of the Offer is subject to reaching a threshold of subscriptions to the Offer such as to enable the Offeror, jointly with the Persons Acting in Concert, to hold in aggregate at least 95% of the Issuer's capital and the Offeror Shareholders approval.
The acceptance period for the Offer (the "Acceptance Period") will be agreed with Borsa Italiana between a minimum of 15 (fifteen) and a maximum of 40 trading days, of the Issuers' Regulation, unless extended, in which case the Offeror will give notice of it pursuant to applicable laws. The payment of the Consideration will take place, against the simultaneous transfer of ownership of the Shares tendered and purchased by the Offeror, no later than the fifth trading day following the closing date of the Acceptance Period. The Offeror will also, upon completion of the Offer, resolve the Merger with the Issuer also in order to fully repay the Financing by using part of the Issuer's available resources. The Offeror will meet the financial commitments necessary for the payment of the Consideration, up to the Maximum Disbursement, by means of financial indebtedness and in this regard, on April 16, 2024 the Offeror received from Mediobanca - Banca di Credito Finanziario S.p.A. a commitment letter, including the relevant term sheet relating to the aforementioned financing.
SGGH is assisted for the purposes of the Offer by Intermonte SIM S.p.A. and Mediobanca Banca di Credito Finanziario S.p.A. (BIT:MB), as financial advisors, and by De Lorenzi Miccichè Scalera Spada - Avvocati Associati, as legal advisor. Intermonte is also the intermediary in charge of coordinating the collection of subscriptions to the Offer. お知らせ • Apr 11
SAES Getters S.p.A. (BIT:SG) agreed to proceed with the signature of a binding Share Purchase Agreement to acquire Fmb Feinwerk- Und MeßTechnik Gmbh from Uwe Schneck, Ingmar Lehmann, Jens Rekow and Mardi Beteiligungs GmbH & Co. KG for an enterprise value of €8 million. SAES Getters S.p.A. (BIT:SG) agreed to proceed with the signature of a binding Share Purchase Agreement to acquire Fmb Feinwerk- Und MeßTechnik Gmbh from Uwe Schneck, Ingmar Lehmann, Jens Rekow and Mardi Beteiligungs GmbH & Co. KG for an enterprise value of €8 million on April 10, 2024. The actual purchase price is subject to adjustments related to the value of the net financial position at the closing date. As of June 30, 2023, Fmb Feinwerk reported a revenue of €13.4 million and net assets of €7.5 million.
The transaction has already concluded the due diligence with a positive outcome, SAES expects the signing of the Share Purchase Agreement on April 18, 2024, following the final contractual adjustments. The closing of the transaction is scheduled for April 29, 2024. The board of directors of SAES Getters has approved the transaction. Reported Earnings • Mar 18
Full year 2023 earnings released: €0.66 loss per share (vs €0.68 profit in FY 2022) Full year 2023 results: €0.66 loss per share (down from €0.68 profit in FY 2022). Revenue: €121.6m (down 51% from FY 2022). Net loss: €11.0m (down 189% from profit in FY 2022). Reported Earnings • Nov 15
Third quarter 2023 earnings released Third quarter 2023 results: €0.13 loss per share. Revenue: €33.0m (down 51% from 3Q 2022). Net loss: €2.40m (down 161% from profit in 3Q 2022). Revenue is expected to decline by 29% p.a. on average during the next 3 years, while revenues in the Electronic industry in Germany are expected to grow by 11%. New Risk • Nov 08
New major risk - Revenue and earnings growth Earnings are forecast to decline by an average of 64% per year for the foreseeable future. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are expected to decline, then in most cases the share price will decline over time as well. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risk Earnings are forecast to decline by an average of 64% per year for the foreseeable future. Minor Risk Unstable dividend paying track record with dividend experiencing an annual drop of over 20% in the past. Reported Earnings • Sep 13
Second quarter 2023 earnings released Second quarter 2023 results: Revenue: €62.2m (up 1.8% from 2Q 2022). Net loss: €1.73m (loss narrowed 22% from 2Q 2022). Revenue is forecast to grow 5.6% p.a. on average during the next 3 years, compared to a 11% growth forecast for the Electronic industry in Germany. New Risk • Aug 06
New minor risk - Shareholder dilution The company's shareholders have been diluted in the past year. Increase in shares outstanding: 12% This is considered a minor risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risk Shares are highly illiquid. Minor Risks Unstable dividend paying track record with dividend experiencing an annual drop of over 20% in the past. Large one-off items impacting financial results. Shareholders have been diluted in the past year (12% increase in shares outstanding). Board Change • Jul 19
Less than half of directors are independent Following the recent departure of a director, there are only 4 independent directors on the board. The company's board is composed of: 4 independent directors. 6 non-independent directors. Independent Director Maria Maspes was the last independent director to join the board, commencing their role in 2023. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model.