By Francesca Landini
MILAN (Reuters) – Campari <CPRI.MI> said on Tuesday it planned to move its registered office to the Netherlands and introduce an enhanced loyalty share scheme, in a move aimed at increasing the Italian spirits group M&A opportunities.
With the deal, Campari intends to gradually increase the voting rights of its long-term investors, creating room to issue new shares to fund partnerships or acquisitions with other groups without disturbing the balance of powers inside the company.
In the medium term, the move “opens up scenarios where we can emit equity for transformational deals or other strategic partnerships,” CEO Bob Kunze-Concewitz told an analysts conference call.
The maker of Campari and orange-coloured Aperol is currently the world’s sixth largest premium spirit company, with a market value of 10.35 billion euros, much smaller than European rivals such as Pernod Ricard <PER.PA> and Diageo <DGE.L>.
Italian-American carmaker Fiat Chrysler <FCHA.MI> moved to the Netherlands some years ago and broadcaster Mediaset <MS.MI> has a similar plan.
Campari, which is controlled by the Garavoglia family through its holding company Lagfin, already has in place a loyalty share scheme that grants a double voting right to long-term investors.
Under the new scheme, the voting rights of long-term investors will grow the longer they keep their shares.
Campari said it would maintain its tax residence in Italy and would continue to be listed solely on the Milan bourse.
Shareholders will vote on the proposed changes on March 27, the company said, adding that those against the plan could exercise their withdrawal rights and receive 8.376 euros/share.
The plan could go ahead only if the amount of cash paid to investors opting out would not exceed 150 million euros, however.
The Garavoglia family will remain committed to the company in the long term and could acquire shares resulting from the exercise of the right of withdrawal for up to 76.5 million euros.
Goldman Sachs and UBS were Campari’s financial advisers on the deal, which is expected to be finalised by end-July.
Campari said on Tuesday its sales rose 5.9% on an organic basis last year, reaching 1.84 billion euros.
Adjusted earnings before interests and tax (EBIT) came in at 408 million euros, with a margin on sales of 22.1%.
(Editing by Sonya Hepinstall)