お知らせ • Oct 26
CVA EOS S.r.l. completed the acquisition of a 60% stake in Renergetica S.p.A. (BIT:RNG) from Exacto Societa' Per Azioni. CVA EOS S.r.l. signed an agreement to acquire 60% stake in Renergetica S.p.A. (BIT:RNG) from Exacto Societa' Per Azioni for €49.2 million on August 4, 2023. Under the terms of agreement, CVA EOS has committed to purchase the stake from Exacto at a price per share of Euro 10.11, subject to possible downward adjustment in the event of any disallowed payments up to the closing date. Following completion of the acquisition, CVA EOS will be required to launch a full mandatory public tender offer pursuant to Renergetica's by-laws on the remaining ordinary shares of Renergetica (the “Tender Offer”; and, together with the acquisition of the stake, the “Transaction”). Finally, the Agreement provides that, upon closing, CVA EOS and Exacto will sign a five-year shareholders' agreement covering, among other things, corporate governance rules and limitations on the transfer of Renergetica shares, with the aim of ensuring stability in governance and corporate structure. The Transaction will be financed through recourse to the CVA Group's own financial means. Following the closing, Exacto will retain ownership of no. 1.764.038 Renergetica shares, in total representing 21.77% of the share capital, which will not be tendered to the Tender Offer.
The Transaction is subject to, in addition to the usual conditions for transactions of this nature (including obtaining of the clearance under the FDI regulations without any commitments/conditions/need to make some amendments for the execution of the Transaction), the transfer by Renergetica to Exacto of its foreign subsidiaries in Spain and the United States. It is currently expected that the Transaction may be performed by October 2023. CVA Group is assisted by PwC Strategy&, as strategic and financial advisor, as well as by Fieldfisher as legal advisor. Exacto is assisted by BNP Paribas as financial advisor, as well as by ADVANT Nctm as legal advisor.
CVA EOS S.r.l. completed the acquisition of a 60% stake in Renergetica S.p.A. (BIT:RNG) from Exacto Societa' Per Azioni on October 24, 2023. New Risk • Oct 02
New major risk - Earnings quality The company has a high level of non-cash earnings. Accrual ratio: 22% This is considered a major risk. Non-cash earnings can arise from many different things. However, if a company consistently has a high level of non-cash earnings, it may be a sign that they are recognizing revenue from customers before the full value of the sales are received as cash or they are not depreciating the value of their assets appropriately. These are practices that inflate earnings, while not providing a similar increase to cash flows. Companies in some select industries naturally have a high level of non-cash earnings and it is not a major concern. However, in the worst case scenario it can be an early sign of performance manipulation by management. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (15% average weekly change). High level of non-cash earnings (22% accrual ratio). Minor Risks Revenue is less than US$5m (€3.3m revenue, or US$3.4m). Market cap is less than US$100m (€79.4m market cap, or US$83.4m). Valuation Update With 7 Day Price Move • Aug 07
Investor sentiment improves as stock rises 60% After last week's 60% share price gain to €9.70, the stock trades at a forward P/E ratio of 35x. Average forward P/E is 17x in the Renewable Energy industry in Europe. Total returns to shareholders of 133% over the past three years. Simply Wall St's valuation model estimates the intrinsic value at €7.77 per share. Buying Opportunity • Jul 17
Now 20% undervalued after recent price drop Over the last 90 days, the stock is down 6.8%. The fair value is estimated to be €7.77, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has grown by 42% over the last 3 years. Earnings per share has grown by 25%. For the next 3 years, revenue is forecast to grow by 31% per annum. Earnings is also forecast to grow by 23% per annum over the same time period. New Risk • Jun 23
New major risk - Financial position The company's debt is not well covered by operating cash flow. Currently running at an operating cash loss. This is considered a major risk. If the company's operating cash flows are too small relative to the size of their debt, it increases their balance sheet risk. The company has less cash from operations to cover its expenses from servicing large debt and it increases the risk of liquidity issues. It also extends the time it would take for the company to pay back the debt in full, meaning it may not be able to easily pay it all off in a distress scenario. Currently, the following risks have been identified for the company: Major Risks Debt is not well covered by operating cash flow (currently running at an operating cash loss). Share price has been highly volatile over the past 3 months (7.4% average weekly change). Minor Risks Revenue is less than US$5m (€3.2m revenue, or US$3.5m). Market cap is less than US$100m (€55.1m market cap, or US$60.0m). Major Estimate Revision • Jun 23
Consensus forecasts updated The consensus outlook for fiscal year 2023 has been updated. Renewable Energy industry in Italy expected to see average net income growth of 15% next year. Consensus price target of €9.95 unchanged from last update. Share price rose 11% to €6.80 over the past week. 
