Poltrona Frau Group, founded in 1912, makes high-end armchairs. Photo via fb.com
An office furniture maker is acquiring an Italian partner and maker of high-end armchairs.
An agreement was reached between Holland-based Haworth and Charme Investments and Moschini S.r.L. for the sale of Poltrona Frau Group, whereby Haworth will purchase a 58.6 percent majority stake in the company at 2.69 euros ($4) per share.
Poltrona Frau, founded in 1912, trades on the Borsa Italiana stock exchange in Milan, Italy.
The company reported EBITA of 26.03 million euros in 2012, on sales of 246.9 million euros, according to Borsa Italiana. There are 140,275,159 outstanding ordinary shares of the company.
Poltrona Frau has been a partner of Haworth since 2011.
“Our family is very excited about this opportunity,” said Matthew Haworth, chairman of Haworth. “This transaction is not only inspired by the strong performance of the Poltrona Frau Group and what we believe to be highly complementary strategies, but even more importantly, by the great alignment of the values shared by both our families.”
The completion of the transaction is subject to the approval of antitrust authorities.
Upon completion of the transaction, which is expected to conclude in April, Haworth, either directly or through a wholly owned company incorporated in Italy, will carry on a mandatory public tender offer on the outstanding part of Poltrona Frau shares at a price of 2.69 euros per share.
Haworth plans to pursue the delisting of Poltrona Frau S.p.A.’s share.
“This transaction has been made possible thanks to the strong relationship we have developed with Poltrona Frau Group’s shareholders, their excellent job in the last 10 years, the important results that the management has been able to achieve and the quality of the people we’ve been given the chance to know,” said Franco Bianchi, Haworth’s CEO. “We are highly motivated to continue to develop the extraordinary course that Charme started back in 2003, maintaining and enhancing the Italian tradition of design and innovation that has been characterizing the group for over 100 years.”
As part of the transaction, Haworth will also acquire from the shareholders a 98-percent stake in the company that owns the factories located in Meda, Italy, which are currently leased to the group, for a total price of approximately 1.9 million euros, equal to the book value of the stake sold or lower than the value of the properties as estimated by independent experts, net of debts, according to a Haworth announcement.
“This is, for me, the realization of a big dream: The creation of the most important global operator in the industry of luxury furnishing that will bring great benefits to the international development of the group and the consequent growth of our factories and manufacturing sites,” said Franco Moschini, president of Poltrona Frau and controlling shareholder of Moschini S.r.L.
The privately held Haworth reported today 2013 global sales of $1.41 billion, an increase of 7.3 percent from 2012.
It said the sales increase is evidence of the effectiveness of Haworth’s strategy and continued market share growth around the world.
“As we entered 2014, Haworth’s strategy is sound, our company is strong and we’re well positioned for continued growth in all sectors,” Bianchi said. “Our performance is elevated by our global leadership, which allows us to capitalize on the unique network of employees, designers and distribution partners around the world. Our strategy enables excellence in innovation and design, as proven by our 2013 results.”