Investindustrial launches takeover for Guala

Following the takeover, which has an offering price of 820 euro cents per share, Investindustrial plans to de-list the company.

However, minority shareholders GCL Holding (controlled by the company's management led by CEO Marco Giovannini) and private equity firm Peninsula Capital have signed a shareholder agreement to coordinate their future decisions regarding the company's share capital. Following this agreement, they will collectively control 24% of the shares and 33% of the voting rights. Its is unclear if they intend to block the takeover or start negotiations with Investindustrial, with the aim of de-listing the company.

Investindustrial initially bought a 22.6% stake in Guala for €91m in April 2020. The GP increased its stake to 48.9% in December 2020 and subsequently to 53%, with 47.2% of the voting rights.

The GP is acquiring Guala via Special Packaging Solutions Investment, which is controlled by Investindustrial VII. The fund held a final close on €3.75bn, surpassing its initial target of €3bn, in November 2019. It acquires controlling stakes in European companies operating in the consumer goods, industrial and healthcare service sectors.

The vehicle deploys equity tickets in the €50-100m range for its lower-mid-market deals and of around €350m for its larger deals. It also co-invests with LPs for larger and selective mid-market opportunities.

Founded in 1954 and based in Alessandria, Guala specialises in manufacturing aluminium and plastic closures for bottles and containers for the food and beverage, pharmaceuticals and cosmetics industries.

The company has a presence in more than 100 countries worldwide and operates 29 production sites. It employs 4,700 staff and produces 20 billion closures per year.

In 2020, Guala generated adjusted EBITDA of €98m (13.7% down on 2019) from revenues of €572m (5.7% down on 2019). It also reported net financial debt of €464m.

Private equity firm APriori Capital Partners bought a majority stake in Guala in 2008, while NB Renaissance Partners and SwanCap Investment Management acquired a minority holding.

The deal was made via GCL Holdings, an entity controlled by APriori and co-invested by Melville, a company managed by NB Renaissance and SwanCap via its vehicle Private Equity Opportunities Fund II.

They sold the company to Space Holding and Peninsula Capital in a reverse merger that took place in April 2018. Guala was acquired by Space4, a special purpose acquisition company launched by Space Holding, and was listed on the Star segment of the Italian stock exchange via a reverse merger.

The total investment in the transaction amounted to €600m, which included the entire €500m raised by Space4, as well as additional capital provided by Peninsula Capital and the company's management team, led by CEO Marco Giovannini.

After completion of the acquisition, Peninsula held a 7% stake, Space4 controlled a 4% stake, APriori, NB and SwanCap maintained a combined 3% holding and the management team retained 14%, while a stake of around 71% was listed on the market. Guala reached a market capitalisation of €650m at the end of the listing process.

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• Topics
• Buyout
• PIPEs
• Southern Europe
• Industrials
• Investindustrial
• Italy