공시 • Jun 21
N.U.O. Capital S.A. completed the acquisition of 19.57% stake in Bialetti Industrie S.p.A (BIT:BIA) from Sculptor Capital Management, Inc. N.U.O. Capital S.A. reached an agreement to acquire 19.57% stake in Bialetti Industrie S.p.A (BIT:BIA) from Sculptor Capital Management, Inc. for €5.7 million on April 16, 2025. A cash consideration of €5.7 million will be paid by N.U.O. Capital S.A. In related transaction N.U.O. Capital S.A. agreed to acquire 59.002% stake in Bialetti Industrie S.p.A from Bialetti Investimenti SPA. The plan provides for a multi-faceted refinancing of €30 million in junior financing from Illimity Bank Spa and AMCO Spa, €45 million in senior financing from a pool led by Banco BPM Spa, with BPER Banca Spa and Banca Ifis Spa, and equity contributions of at least €49.5 million from NUO Octagon. In addition, NUO obtained commitment letters totaling €71 million. Closing is expected to occur by June, subject to specific conditions, including financing and regulatory approvals.
Luigi Vaccaro, Mario Pelli Cattaneo, Riccardo Tedeschini , Elena Secondari, Adalberto Bruno Rurale, Giulia Battaglia, Matteo Botti, Lisa Marangon, Manfredi Vianini Tolomei, Emiliano De Luise, Gaia Maivè Beffi, Valentina Soldovilla, Fiona Gaia Gittardi, Giulio Napolitano and Luca Masotto of Chiomenti acted as legal advisor, Gitti And Partners Studio Legale Associato as tax advisor, Ernst & Young Italia as financial, legal and labor due diligence provider and Vitale&Co as debt advisor to N.U.O. Capital aspects and Vitale&Co as debt advisor. Ugo Orsini and Ettore Consalvi of Linklaters LLP (USA) acted as legal advisor
N.U.O. Capital S.A. completed the acquisition of 19.57% stake in Bialetti Industrie S.p.A (BIT:BIA) from Sculptor Capital Management, Inc. on June 20, 2025.
Sculptor and Moka Bean were assisted by Linklaters as legal advisor. Lazard S.r.l. acted as financial advisor to Bialetti Industrie S.p.A. Cosimo Paszkowski, Giovanni Nicchiniello and Francesco Cesaroni of Orsingher Ortu Avvocati Associati and Linda Morellini and Paolo Barbanti Silva of Giovanardi Studio Legale acted as legal advisor to Bialetti Industrie S.p.A. 공시 • Apr 18
N.U.O. Capital will launch mandatory takeover to acquire remaining 21.43% stake in Bialetti Industrie S.p.A (BIT:BIA) for €15.5 million. N.U.O. Capital will launch mandatory takeover to acquire remaining 21.43% stake in Bialetti Industrie S.p.A (BIT:BIA) for €15.5 million on April 16, 2025. A cash consideration will be paid by N.U.O. Capital. As part of consideration, €0.467 per share is paid towards common equity of Bialetti Industrie S.p.A. In related transaction, N.U.O. Capital S.A. signed two contracts to acquire a 59.002% from Bialetti Investimenti and Bialetti Holding for €47.3 million and a 19.57% stake in Bialetti Industrie S.p.A (BIT:BIA) from Sculptor Capital Management, Inc. for €5.7 million.
The plan provides for a multi-faceted refinancing of €30 million in junior financing from Illimity Bank Spa and AMCO Spa, €45 million in senior financing from a pool led by Banco BPM Spa, with BPER Banca Spa and Banca Ifis Spa, and equity contributions of at least €49.5 million from NUO Octagon. In addition, NUO obtained commitment letters totaling €71 million.
The transaction is subject to de-listing of company stock. NUO aims to delist Bialetti from Euronext Milan and relaunch its development on international markets, focusing on innovation and identity of Made inItaly.
Bonelli Erede Pappalardo Studio Legale acted as legal advisor for Bialetti Industrie S.p.A. Chiomenti Studio Legale acted as legal advisor for N.U.O. Capital. Gitti And Partners Studio Legale Associato acted as accountant for N.U.O. Capital. Ernst & Young Italia acted as due diligence provider for N.U.O. Capital. Lazard S.r.l. acted as financial advisor for Bialetti Industrie S.p.A. As part of the financing, Illimity and AMCO were assisted, respectively, by Orsingher Ortu Avvocati Associati and Giovanardi Studio Legale. 공시 • Apr 17
N.U.O. Capital signed an agreement to acquire 59% stake in Bialetti Industrie S.p.A (BIT:BIA) from Bialetti Investimenti SPA and Bialetti Holding srl for €47.3 million. N.U.O. Capital signed an agreement to acquire 59% stake in Bialetti Industrie S.p.A (BIT:BIA) from Bialetti Investimenti SPA and Bialetti Holding srl for €47.3 million on April 16, 2025. In a separate transaction, N.U.O. Capital signed an agreement to acquire 19.57% stake in Bialetti Industrie S.p.A (BIT:BIA) from Sculptor Capital Management, Inc. for €5.7 million and N.U.O. Capital will launch mandatory takeover to acquire remaining 21.43% stake in Bialetti Industrie S.p.A (BIT:BIA) for €15.5 million. Upon completion, NUO aims to delist Bialetti from Euronext Milan and relaunch its development on international markets, focusing on innovation and identity of Made in Italy. Egidio Cozzi, current CEO of Bialetti, will also remain in office in the new post-closing phase. The transaction will be financed through a vendor loan of €18 million. The plan provides for a multi-faceted refinancing: €30 million in junior financing from Illimity Bank Spa and AMCO Spa, €45 million in senior financing from a pool led by Banco BPM Spa, with BPER Banca Spa and Banca Ifis Spa, and equity contributions of at least €49.5 million from NUO Octagon. In addition, NUO obtained commitment letters totaling €71 million.
The transactions are subject to to the occurrence of specific conditions, including financing and regulatory authorizations and is expected to close in June 2025.
Chiomenti Studio Legale acted as legal advisor to N.U.O. Capital. Gitti And Partners Studio Legale Associato acted as accountant to N.U.O. Capital. Ernst & Young Italia acted as financial, legal and labor law due diligence advisor to N.U.O. Capital. Vitale&Co acted as debt advisor to N.U.O. Capital. Zulli Tabanelli & Associati acted as financial advisor to Bialetti Investimenti SPA and Bialetti Holding srl. Lazard S.r.l. acted as financial advisor to Bialetti Industrie S.p.A. Bonelli Erede Pappalardo Studio Legale acted as legal advisor to Bialetti Industrie S.p.A. Orsingher Ortu Avvocati Associati acted as legal advisor to Illimity Bank Spa and Giovanardi Studio Legale acted as legal advisor to AMCO Spa. Reported Earnings • Aug 14
First half 2024 earnings released: €0.025 loss per share (vs €0.026 loss in 1H 2023) First half 2024 results: €0.025 loss per share (improved from €0.026 loss in 1H 2023). Revenue: €67.3m (up 6.0% from 1H 2023). Net loss: €3.85m (loss narrowed 5.7% from 1H 2023). Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 54 percentage points per year, which is a significant difference in performance. New Risk • Aug 11
New major risk - Revenue and earnings growth Earnings have declined by 3.3% per year over the past 5 years. 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 declining over an extended period, then in most cases the share price will decline over time unless the company can turn around its fortunes. A trend of falling earnings can be very difficult to turn around. If the company is well already established it may also be a sign the company has matured and is in decline. 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 Risks Negative equity (-€24m). Earnings have declined by 3.3% per year over the past 5 years. Minor Risks Share price has been volatile over the past 3 months (7.0% average weekly change). Market cap is less than US$100m (€31.2m market cap, or US$34.1m). Reported Earnings • Apr 21
Full year 2023 earnings released Full year 2023 results: Revenue: €143.6m (down 6.5% from FY 2022). Net loss: €5.26m (loss widened 31% from FY 2022). New Risk • Apr 08
New minor risk - Financial data availability The company's latest financial reports are more than 6 months old. Last reported fiscal period ended June 2023. This is considered a minor risk. If the company has not reported its earnings on time, it may have been delayed due to audit problems or it may be finding it difficult to reconcile its accounts. Currently, the following risks have been identified for the company: Major Risk Negative equity (-€21m). Minor Risks Latest financial reports are more than 6 months old (reported June 2023 fiscal period end). Market cap is less than US$100m (€36.5m market cap, or US$39.5m). New Risk • Oct 16
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of German stocks, typically moving 8.5% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (8.5% average weekly change). Negative equity (-€21m). Minor Risk Market cap is less than US$100m (€43.3m market cap, or US$45.7m). Buying Opportunity • Oct 16
Now 29% undervalued after recent price drop Over the last 90 days, the stock is down 6.8%. The fair value is estimated to be €0.37, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has grown by 7.2% over the last 3 years. Meanwhile, the company became loss making. Board Change • Nov 16
Less than half of directors are independent Following the recent departure of a director, there are only 2 independent directors on the board. The company's board is composed of: 2 independent directors. 5 non-independent directors. Independent Director Amelia Mazzucchi was the last independent director to join the board, commencing their role in 2021. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Board Change • Apr 27
Less than half of directors are independent There are 6 new directors who have joined the board in the last 3 years. Of these new board members, 1 was an independent director. The company's board is composed of: 6 new directors. 3 experienced directors. 1 highly experienced director. 2 independent directors (5 non-independent directors). Chairman Francesco Ranzoni is the most experienced director on the board, commencing their role in 2002. Independent Director Amelia Mazzucchi was the last independent director to join the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Lack of board continuity. Lack of experienced directors. Board Change • Oct 09
Less than half of directors are independent There are 5 new directors who have joined the board in the last 3 years. Of these new board members, 2 were independent directors. The company's board is composed of: 3 independent directors. 4 non-independent directors. Independent Director Amelia Mazzucchi was the last independent director to join the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Lack of board continuity. Is New 90 Day High Low • Feb 20
New 90-day high: €0.21 The company is up 149% from its price of €0.086 on 20 November 2020. The German market is up 10.0% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Consumer Durables industry, which is up 24% over the same period.