Upcoming Dividend • Apr 22
Upcoming dividend of €12.51 per share Eligible shareholders must have bought the stock before 29 April 2024. Payment date: 02 May 2024. The company is not currently making a profit and is not cash flow positive. Trailing yield: 33%. Within top quartile of British dividend payers (6.0%). Higher than average of industry peers (1.6%). Announcement • 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. Announcement • 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 17
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). Over the last 3 years on average, earnings per share has fallen by 26% per year but the company’s share price has increased by 16% per year, which means it is well ahead of earnings. New Risk • Nov 15
New minor risk - Earnings quality The company has large one-off items impacting its financial results. One-off items were 32% of the size of the rest of the company's trailing 12-month earnings before tax. This is considered a minor risk. One-off items are incomes or expenses that the company does not expect to repeat in future periods. Examples include profits from the sale of a business or expenses from a restructuring or legal settlements. If the company's reported statutory earnings include a large proportion of one-off items it means they may be an unreliable indicator of its true business performance as the earnings were skewed by these incomes or expenses. Currently, the following risks have been identified for the company: Major Risk Earnings are forecast to decline by an average of 82% per year for the foreseeable future. Minor Risk Large one-off items impacting financial results. 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 the United Kingdom are expected to grow by 5.1%. 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. This is currently the only risk that has been identified for the company. 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 4.8% growth forecast for the Electronic industry in the United Kingdom. Over the last 3 years on average, earnings per share has increased by 13% per year whereas the company’s share price has increased by 10% per year. 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: Minor Risks Large one-off items impacting financial results. Shareholders have been diluted in the past year (12% increase in shares outstanding). Board Change • Jul 31
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. Reported Earnings • May 14
First quarter 2023 earnings released First quarter 2023 results: Revenue: €60.2m (up 1.7% from 1Q 2022). Net income: €5.17m (up 176% from 1Q 2022). Profit margin: 8.6% (up from 3.2% in 1Q 2022). Revenue is forecast to grow 4.5% p.a. on average during the next 3 years, compared to a 6.2% growth forecast for the Electronic industry in the United Kingdom. Upcoming Dividend • May 01
Upcoming dividend of €0.55 per share at 1.9% yield Eligible shareholders must have bought the stock before 08 May 2023. Payment date: 10 May 2023. Payout ratio is on the higher end at 81%, however this is supported by cash flows. Trailing yield: 1.9%. Lower than top quartile of British dividend payers (5.8%). Higher than average of industry peers (1.4%). Reported Earnings • Mar 16
Full year 2022 earnings released Full year 2022 results: Revenue: €250.3m (up 32% from FY 2021). Net income: €12.4m (down 5.6% from FY 2021). Profit margin: 4.9% (down from 6.9% in FY 2021). The decrease in margin was driven by higher expenses. Revenue is forecast to grow 3.2% p.a. on average during the next 3 years, compared to a 5.6% growth forecast for the Electronic industry in the United Kingdom. Board Change • Nov 16
Less than half of directors are independent There is 1 new director who has joined the board in the last 3 years. The new board member was not an independent director. The company's board is composed of: 1 new director. 4 experienced directors. 7 highly experienced directors. 4 independent directors (6 non-independent directors). Independent Non-Executive Director Stefano Proverbio was the last independent director to join the board, commencing their role in 2015. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Insufficient board refreshment. Reported Earnings • Sep 13
Second quarter 2022 earnings released Second quarter 2022 results: Revenue: €61.1m (up 36% from 2Q 2021). Net loss: €2.22m (down 179% from profit in 2Q 2021). Revenue is forecast to grow 5.4% p.a. on average during the next 3 years, compared to a 7.1% growth forecast for the Electronic industry in the United Kingdom. Board Change • Sep 09
Less than half of directors are independent There is 1 new director who has joined the board in the last 3 years. The new board member was not an independent director. The company's board is composed of: 1 new director. 4 experienced directors. 7 highly experienced directors. 4 independent directors (6 non-independent directors). Independent Non-Executive Director Stefano Proverbio was the last independent director to join the board, commencing their role in 2015. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Insufficient board refreshment. Board Change • Aug 01
Less than half of directors are independent There is 1 new director who has joined the board in the last 3 years. The new board member was not an independent director. The company's board is composed of: 1 new director. 4 experienced directors. 7 highly experienced directors. 4 independent directors (6 non-independent directors). Independent Non-Executive Director Stefano Proverbio was the last independent director to join the board, commencing their role in 2015. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Insufficient board refreshment. Board Change • Jul 15
Less than half of directors are independent There is 1 new director who has joined the board in the last 3 years. The new board member was not an independent director. The company's board is composed of: 1 new director. 4 experienced directors. 7 highly experienced directors. 4 independent directors (6 non-independent directors). Independent Non-Executive Director Stefano Proverbio was the last independent director to join the board, commencing their role in 2015. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Insufficient board refreshment. Board Change • Jun 15
Less than half of directors are independent There is 1 new director who has joined the board in the last 3 years. The new board member was not an independent director. The company's board is composed of: 1 new director. 4 experienced directors. 7 highly experienced directors. 4 independent directors (6 non-independent directors). Independent Non-Executive Director Stefano Proverbio was the last independent director to join the board, commencing their role in 2015. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Insufficient board refreshment. Reported Earnings • May 14
First quarter 2022 earnings released First quarter 2022 results: EPS: €0.10. Revenue: €59.2m (up 44% from 1Q 2021). Net income: €1.87m (up 35% from 1Q 2021). Profit margin: 3.2% (down from 3.4% in 1Q 2021). The decrease in margin was driven by higher expenses. Over the next year, revenue is forecast to grow 3.9%, compared to a 8.1% growth forecast for the industry in the United Kingdom. Over the last 3 years on average, earnings per share has increased by 26% per year but the company’s share price has only increased by 2% per year, which means it is significantly lagging earnings growth. Board Change • May 13
Less than half of directors are independent There is 1 new director who has joined the board in the last 3 years. The new board member was not an independent director. The company's board is composed of: 1 new director. 4 experienced directors. 7 highly experienced directors. 4 independent directors (6 non-independent directors). Lead Independent Director Stefano Proverbio was the last independent director to join the board, commencing their role in 2015. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Insufficient board refreshment. Reported Earnings • Mar 15
Full year 2021 earnings: Revenues in line with analyst expectations Full year 2021 results: Revenue: €190.2m (up 13% from FY 2020). Net income: €13.1m (up 247% from FY 2020). Profit margin: 6.9% (up from 2.2% in FY 2020). The increase in margin was driven by higher revenue. Revenue was in line with analyst estimates. Over the next year, revenue is forecast to grow 7.2%, compared to a 7.6% growth forecast for the industry in the United Kingdom. Board Change • Mar 15
Less than half of directors are independent There is 1 new director who has joined the board in the last 3 years. The new board member was not an independent director. The company's board is composed of: 1 new director. 4 experienced directors. 7 highly experienced directors. 4 independent directors (6 non-independent directors). Lead Independent Director Stefano Proverbio was the last independent director to join the board, commencing their role in 2015. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Insufficient board refreshment. Board Change • Nov 27
Less than half of directors are independent There is 1 new director who has joined the board in the last 3 years. The new board member was not an independent director. The company's board is composed of: 1 new director. 6 experienced directors. 5 highly experienced directors. 4 independent directors (6 non-independent directors). Independent Non-Executive Director Luciana Rovelli was the last independent director to join the board, commencing their role in 2015. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Insufficient board refreshment. Reported Earnings • Nov 11
Third quarter 2021 earnings released: EPS €0.34 The company reported a strong third quarter result with improved earnings, revenues and profit margins. Third quarter 2021 results: Revenue: €51.3m (up 31% from 3Q 2020). Net income: €6.34m (up 135% from 3Q 2020). Profit margin: 12% (up from 6.9% in 3Q 2020). The increase in margin was driven by higher revenue. Over the last 3 years on average, earnings per share has increased by 55% per year but the company’s share price has only increased by 11% per year, which means it is significantly lagging earnings growth. Reported Earnings • Sep 10
Second quarter 2021 earnings released The company reported a soft second quarter result with weaker earnings and profit margins, although revenues improved. Second quarter 2021 results: Revenue: €44.8m (up 13% from 2Q 2020). Net income: €2.81m (down 49% from 2Q 2020). Profit margin: 6.3% (down from 14% in 2Q 2020). The decrease in margin was driven by higher expenses. Board Change • Jul 27
Less than half of directors are independent There is 1 new director who has joined the board in the last 3 years. The new board member was not an independent director. The company's board is composed of: 1 new director. 6 experienced directors. 5 highly experienced directors. 4 independent directors (6 non-independent directors). Independent Non-Executive Director Luciana Rovelli was the last independent director to join the board, commencing their role in 2015. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Insufficient board refreshment. Reported Earnings • May 17
First quarter 2021 earnings released The company reported a decent first quarter result with improved earnings and profit margins, although revenues were weaker. First quarter 2021 results: Revenue: €41.0m (down 17% from 1Q 2020). Net income: €1.38m (up €6.46m from 1Q 2020). Profit margin: 3.4% (up from net loss in 1Q 2020). The move to profitability was driven by lower expenses. Upcoming Dividend • Apr 19
Upcoming dividend of €0.40 per share Eligible shareholders must have bought the stock before 26 April 2021. Payment date: 28 April 2021. Trailing yield: 1.9%. Lower than top quartile of British dividend payers (4.1%). Higher than average of industry peers (0.9%). Reported Earnings • Mar 13
Full year 2020 earnings released The company reported a poor full year result with weaker earnings, revenues and profit margins. Full year 2020 results: Revenue: €168.7m (down 7.5% from FY 2019). Net income: €4.79m (down 74% from FY 2019). Profit margin: 2.8% (down from 10% in FY 2019). Analyst Estimate Surprise Post Earnings • Mar 13
Revenue beats expectations Revenue exceeded analyst estimates by 0.7%. Over the next year, revenue is forecast to grow 3.8%, compared to a 6.3% growth forecast for the Electronic industry in the United Kingdom. Announcement • Feb 18
SAES Getters S.p.A., Annual General Meeting, Apr 20, 2021 SAES Getters S.p.A., Annual General Meeting, Apr 20, 2021. Announcement • Aug 14
S.G.G. Holding S.p.A. acquired an additional unknown stake in SAES Getters S.p.A. (BIT:SG) for €0.93 million. S.G.G. Holding S.p.A. acquired an additional unknown stake in SAES Getters S.p.A. (BIT:SG) for €0.93 million on August 13, 2020. As per terms, S.G.G. Holding S.p.A. acquired 35,000 shares at €26.50 per share.
S.G.G. Holding S.p.A. completed the acquisition of an additional unknown stake in SAES Getters S.p.A. (BIT:SG) on August 13, 2020.