Italian Wine Brands acquires Enoitalia: IWB today confirmed the acquisition of Enoitalia Spa, becoming the largest Italian wine group in size
Italian Wine Brands S.p.A. announces that, today, the closing of the investment operation of IWB took place with the completion of the acquisition of the entire share capital of Enoitalia S.p.A. by the company and the reinvestment of Pizzolo Srl Group, former majority shareholder of Enoitalia, in the capital of IWB through the subscription and release of the reserved capital increase approved by the Shareholders’ Meeting of the Company which met on 26 July 2021. Today, Alessandro Mutinelli, through Provinco Srl, a company wholly owned by the same, and the Pizzolo Group, have signed a shareholders’ agreement lasting 5 years which brings together 23.55% of the IWB share capital and which provides for the following main agreements reached between the parties:
• appointment of the BoD: the parties to the shareholders ‘agreement have undertaken to vote, within the IWB shareholders’ meeting, with all the shareholdings covered by the agreement, in favor of the proposal presented by Provinco Srl in accordance with the following:
(a) the majority of the members of the Board of Directors will be appointed on the recommendation of Provinco Srl;
(b) in the event that: (a) it is proposed that the Board of Directors of the Company be composed of no. 7 members, n. 2 directors will be appointed by the Pizzolo Group, including the Deputy Chairman of the IWB Board of Directors with powers; or (b) it is proposed that the Board of Directors of the Company be composed of no. 9 members, n. 3 directors will be designated by Gruppo Pizzolo, including the Deputy Chairman of the Board of Directors of IWB with powers and n. 1 director must possess the independence requisites envisaged by the law;
• lock-up diretto: the n. 1,400,000 new IWB ordinary shares deriving from the reserved capital increase and subscribed, today, by the Pizzolo Group are subject to a lock-up constraint (subject to specific exceptions to allow the transfer of the aforementioned shares in compliance with law or regulations) for the purpose of stabilizing the stock, for the period of 36 months from today’s date on which the closing of the Transaction took place;
• lock-up indiretto: also in order to allow the effective implementation of the integration project of the two industrial groups, the historical partners of Enoitalia (ie, Giorgio Pizzolo, Giuliano Pizzolo, Floriano Pizzolo and the heirs of Mr. Augusto Pizzolo, namely Rosalba Sinigaglia, Chiara Pizzolo and Laura Pizzolo) have undertaken not to transfer, in whole or in part, the equity investments they hold, directly or indirectly, in the corporate vehicles that own the entire share capital of the Pizzolo Group and to ensure that the aforementioned companies do not transfer, in whole or in part, to third parties the investment held by them in the Pizzolo Group capital (with the exception of transfers by way of universal succession, or to the spouse and / or descendants within the second degree, or in favor of companies of which the historical shareholders of Enoitalia, and / or their respective spouses and / or descendants within the second degree, or the company vehicles attributable to them own the entire capital);
• standstill: for a period of 36 months starting from today’s date on which the closing of the transaction took place, Pizzolo Group and the historical partners of Enoitalia (directly or indirectly, and whether acting alone or in concert with another person) have undertaken to: (i) not buy or offer to buy, nor to cause or encourage any other related person to buy or offer to purchase IWB shares (or other IWB financial instruments) and (ii) not enter into contracts, agreements or understandings (including non-binding agreements), including shareholder agreements, nor to engage in any conduct, which has the effect of acquiring an interest , direct or indirect, in IWB shares (or in other IWB financial instruments);
• tag-along: in the event that one of the parties to the shareholders’ agreement (in the case of the Pizzolo Group, after the expiry of the lock-up commitment) intends to sell all of its shareholding covered by the agreement to a potential third party buyer, the other party will have the right to transfer, in turn, to the third purchaser, in whole or in part, the shares of the Company at that time, directly and indirectly, held under the same terms and conditions. In the event of the exercise of the right of co-sale, if the third party does not intend to acquire the participation of both shareholders, neither of them will be able to complete the sale of their shares.
• drag-along: in the event that Provinco Srl intends to transfer all of its shareholding covered by the agreement to a third party, Provinco Srl will have the right to request Gruppo Pizzolo to transfer (and, in this case, Gruppo Pizzolo will be obliged to transfer) all IWB shares at that time, directly and indirectly, held in favor of the third party purchaser.