Orsero S.p.A. (ORS:MI), company admitted for trading on AIM Italia and holding company of the group by the same name, amongst the leaders in Mediterranean Europe in the import and distribution of fresh fruit and vegetable produce, reports that today, the agreement relating to the purchase by the subsidiary Fruttital S.r.l. of 75% of the share capital of the company Fruttital Cagliari, specialized in the wholesale distribution of fruit and vegetables in the Sardinian territory and of which Orsero Group already holds the remaining 25% of the share capital.
Raffaella Orsero, the Group’s CEO, commented: “With this acquisition, which follows two more achieved in the last few months in Spain and France, we confirm the desire of the Orsero Group to grow and consolidate more and more in the distribution of fresh fruit and vegetables. Futtital Cagliari will be our distribution hub in Sardinia, allowing us to increase our penetration of the local market and further improve the positioning and offer of products in the area.”
DESCRIPTION OF THE TRANSACTION
The agreement (the “Agreement”) signed by the subsidiary Fruttital S.r.l. with the Planu family and the Pi.Da. S.p.A., regulating the terms and conditions for the acquisition of 75% of the share capital of Fruttital Cagliari S.r.l., will be executed with the signing of a purchase contract within 20 working days from today’s date.
The price agreed was 5.1 million euro, equal to a multiple of approx. 6X of the average 2017-2018 EBITDA of the acquired company, of which 4.05 million euro to be paid on the execution date and the remaining amount of 1.05 million euro within one year from that date.
At the end of 2018, Fruttital Cagliari had a net debt of around 2 million euro. The company is also the owner of a commercial property, not instrumental, with a book value of 2.1 million euro for which it is in progress a sales negotiation which should be finalized by the date of execution of the Agreement and in relation to which the Agreement provides for possible adjustments to the purchase price of Fruttital Cagliari.
The transaction will be financed through the use of financial resources pertaining to the Orsero Group.
DESCRIPTION OF THE TARGET COMPANY
Fruttital Cagliari is specialized in the wholesale distribution of fresh fruit and vegetables and from a supply-
chain point of view it is already integrated with the Group, in particular as regards bananas and pineapples.
Fruttital Cagliari is based in Sardinia in Sestu (CA) and in Monastir (CA), where a owned point of sales is located in the general wholesale market and an operating site consisting of 3,200 m2 of areas for storage and conservation at a controlled temperature of fruit and vegetables, of some banana ripening rooms and of an office area.
In the two-year period 2017-2018 the company achieved average revenues of over 16 million euros with an average Adjusted Ebitda of approximately 1.2 million euros.
The Orsero Group has recently opened the fourth centre of processing of cut fruit in Cagliari, this activity has a strong complementarity with the company acquired given the possibility of developing important commercial synergies.