ACROBATICA: BINDING AGREEMENT SIGNED FOR ACQUISITION OF 80% OF VERTICALINE SHARE CAPITAL, ACTIVE IN THE CONSTRUCTION SECTOR, ROPE ACCESS, MAINTENANCE AND RENOVATION OF BUILDINGS AND OTHER ARCHITECTURAL STRUCTURES
Genoa, 23 December 2024 – EdiliziAcrobatica S.p.A. (the Company or ACROBATICA), specialising in exterior renovation work and listed on Euronext Growth Milan (ticker EDAC) and Euronext Growth Paris (ticker ALEAC), announced today the signing of a binding agreement for the acquisition of 80% of the share capital in the company Verticaline S.r.l. (Verticaline and the Acquisition), an Italian company that carries out rope access building works such as maintenance and renovation of buildings and other architectural structures in Veneto and specifically in Venice.
At 31 December 2023 Verticaline recorded revenues for € 1.42 million, with an EBITDA equal to
€ 0.26 million (18.3% of revenues), a net profit of € 0.18 million (12.7% of revenues), and total assets of € 1.3 million. Its NFP at 31 December 2023 was € 0.14 million.
Anna Marras, CEO of EdiliziAcrobatica S.p.A., commented: “The acquisition of Verticaline marks a new important step in the growth process of Acrobatica, which, through this operation, strengthens and reinforces its presence in the country. Currently, Verticaline has around 20 resources who will join our group, benefiting from our training that will help them to grow and achieve new goals, both personal and professional”.
Carlos Balestrero, Verticaline Founder, announced: ““I will never forget the path that brought me here, the people I met, and the lessons I learned along the way. Every step was essential in shaping the journey that led me to where I stand today. Now is the time to look ahead with the same enthusiasm and tenacity that have driven me since the very beginning. Over the years, I have worked with determination and sacrifice to build something meaningful, step by step. Today, I am entrusting a significant part of my Italian company to Acrobatica, a leading company in rope-access renovation, ensuring solid and steady growth over time and moving
forward day by day, ready to embrace new challenges and achieve greater success. This is just the beginning of a new chapter, driven by the same spirit of growth and innovation.”
Riccardo Banfo, Chairman and Group CFO of Acrobatica, said: “The acquisition of Verticaline represents another significant milestone in our journey to consolidate and strengthen our presence across Italy. This project not only consolidates our market presence but also marks a pivotal moment of expansion, enhancing our ability to operate on a national scale.”
TERMS OF THE ACQUISITION
The contract for the Acquisition (the Binding Agreement) envisages that upon completion, Acrobatica will acquire from the current sole shareholder of Verticaline, a special purpose vehicle (Seller) attributable to the founder Carlos Balestrero (Verticaline Founder), an 80% stake in the Verticaline share capital, against a cash consideration determined provisionally by the parties at € 1,000,000.00 (the Provisional Price).
The Provisional Price will be paid to the Seller in five consecutive annual tranches of an equal amount of € 200,000.00 (two hundred thousand euros) each, starting from the closing date. As is typically done for this kind of operation, the Binding Agreement envisages a post-closing adjustment mechanism for the Provisional Price, pursuant to which it will be adjusted, up or down, Euro for Euro, on the basis of the effective balances of Verticaline’s net financial position. The operation will be financed using own means.
The parties expect to finalise the operation – where the conditions precedent of the Binding Agreement are met – by end of February (the Closing).
SHAREHOLDERS’ AGREEMENTS
At the same time as the conclusion of the Acquisition, shareholders’ agreements will be signed between the Company, the Seller and the Verticaline Founder aimed at governing (i) the call option in favour of Acrobatica regarding the minority stake in Verticaline held by the Seller, and
(ii) the circulation of the related equity investments in Verticaline (the Shareholders’ Agreement).
Lastly, it should be noted that the Acquisition is not a significant operation pursuant to art. 12 of the Euronext Growth Milan Issuer Regulations, since none of the significance indicators set out by Sheet Three of the Issuer Regulations exceeds 25%.
Acrobatica is assisted in the operation by Emintad Italy S.r.l. as financial advisor, by LCA Studio Legale for the legal and capital market aspects under Italian law and by BDO for aspects relating to accounting and fiscal due diligence.
