The tender at 68 euros per share will close on 14 January 2021
The tender offer by IMA BidCo spa (100% indirectly controlled by Sofima spa) on IMA spa started on the 14th of December. IMA is a Milan-listed group active in the design and production of automatic machines for the packaging of pharmaceutical, food, beverage and cosmetic products. The offer at 68 euros per share will close on 14 January 2021. The compulsory takeover bid is due to the fact that last November shareholders of Sofima spa (since last November the parent company of IMA) sold some shares to pan-European private equity firm BC Partners as was previously announced at the end of July.
In detail, the Vacchi family, under the control of Sofima spa, which last November held 51.6% of the share capital and 67% of the voting rights of IMA, sold a 19,07% stake in Sofima and 41.414% of the related voting rights to May spa, a newco owned by BC Partners. The price was 1372.39 euros for each Sofima share, corresponding to a value of 68 euros for each IMA share (including the dividend). At the same time buyers and sellers have signed a shareholders’ agreement to share governance.
BC Partners could increase its stake in Sofima up to approximately 45%, while the current shareholders will hold 55% of the capital. The transaction is based on IMA’s equity value of 2.93 billion euros. The Offer Document shows that to date IMA BidCo already individually holds an equity investment of approximately 28.8 million ordinary IMA shares, representing 66.657% of the share capital and 76.730% of the relative voting rights. And this is because between 18 and 25 November 2020, IMA BidCo purchased additional ordinary shares on the market, corresponding to a total of 15.062% of the share capital. Meanwhile a reorganization of the control structure was made so now IMA’s parent company is IMA BidCo.