M&A Activity • Sep 8, 2023
M&A Activity
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| Informazione Regolamentata n. 0931-19-2023 |
Data/Ora Inizio Diffusione 08 Settembre 2023 18:05:07 |
Euronext Star Milan | |
|---|---|---|---|
| Societa' | : | B&C SPEAKERS | |
| Identificativo Informazione Regolamentata |
: | 180914 | |
| Nome utilizzatore | : BCSPEAKERSN02 - SPAPPERI |
||
| Tipologia | : | REGEM | |
| Data/Ora Ricezione | : | 08 Settembre 2023 16:06:48 | |
| Data/Ora Inizio Diffusione |
: | 08 Settembre 2023 18:05:07 | |
| Oggetto | : | B&C Speakers- Eminence Speaker Acquisition |
|
| Testo del comunicato |
Vedi allegato.
PRESS RELEASE
B&C Speakers S.p.A.:
The B&C Speakers Group continues its strategic development project by acquiring Eminence Speaker, a historic US player in the professional loudspeaker-manufacturing sector.
The acquisition is achieved through two simultaneous operations:
Bagno a Ripoli (Florence), 8 September 2023 - B&C Speakers S.p.A., one of the leading internaƟonal operators in the design, producƟon, distribuƟon and markeƟng of electro-acousƟc transducers for professional use - listed on the Euronext STAR Milan segment of the Italian Stock Exchange announces that it has accomplished a further important step in its development and internaƟonalisaƟon strategy.
B&C Speakers S.p.A. today has acquired 100% of the share capital of Eminence Speaker LLC (a company incorporated under US law) from Eminence Holdings LLC and, simultaneously, commiƩed itself to purchase from Eminence Dongguan Enterprise Co. Ltd, (also owned by of Eminence Holdings LLC), a significant porƟon of its assets through a NewCo (whose establishment is an essenƟal condiƟon for the accomplishment of the agreement) enƟrely owned by B&C.
The establishment of NewCo, with the consequent purchase of the assets (Asset Purchase Agreement, APA) from Eminence Dongguan Enterprise Co. Ltd, represents an operaƟon aimed at acquiring the producƟon factors that are considered strategic to consolidate and expand, through addiƟonal investments, the business volume achieved on the Asian market by the Eminence brand.
Eminence Speaker LLC has a workforce of about 90 employees and operates in the design and manufacture of electro-acousƟc transducers for professional use in the musical instruments (Musical Instruments, MI), alarm systems and car audio aŌer market. The company was established in 1966 at the iniƟaƟve of Bob Gault and, since the 1990s under the leadership of his son Robert, has established itself as an internaƟonally recognised brand.
The Eminence brand is currently marketed in over fiŌy countries, mainly through the OEM channel.
The two transacƟons described above represent a significant step forward in the internaƟonalisaƟon strategy of B&C Speakers. Their aims can be summarised as follows:
Lorenzo Coppini, CEO of B&C Speakers commented: "This acquisiƟon allows the B&C Group to strengthen its internaƟonal presence, also offering the opportunity to relaunch and enhance an iconic American brand. By joining forces, we can exploit strong synergies, as happened with the acquisiƟon of Eighteen Sound in 2018. We can offer our customers a broader range of world-class products and build them where they need."
The consideraƟon agreed for the two transacƟons described above is \$4,495,000 and B&C Speakers financed it by using its own financial resources.
In parƟcular, the consideraƟon, already paid to Eminence Holdings LLC, for the enƟre share capital of Eminence Speaker LLC is \$3,551,000, also including the Net Financial PosiƟon, while the consideraƟon for the acquisiƟon of part of the assets (consisƟng of inventories and tangible assets) from Eminence Dongguan Enterprise Co. Ltd is \$943,000, and will be recognised by B&C Speakers China (NewCo) as the establishment process is completed.
In the year 2022, Eminence Speaker LLC recorded revenue of \$11,900 thousand and EBITDA of \$481 thousand; also in the year 2022, Eminence Dongguang Enterprise Co.Ltd recorded revenue of \$6,526 thousand and EBITDA of \$1,119 thousand.
In this transacƟons, B&C Speakers S.p.A. was advised by KT&Partners as Financial Advisor, by the law firms Nelson Mullins Riley and Scarborough LLP for aspects of US law, and by GWA for aspects of Chinese law. DeloiƩe provided the due diligence acƟviƟes.
The transacƟons do not require the preparaƟon of the InformaƟon Document pursuant to ArƟcle 71 of the Issuers' RegulaƟon adopted by Consob with resoluƟon No. 11971 of 14 May 1999 and subsequent amendments and addiƟons, as the significance parameters with respect to the size of the Issuer, indicated for this type of transacƟon in Annex 3B of the Issuers' RegulaƟon itself, are not exceeded.
B&C Speakers S.p.A. is a leading internaƟonal player in the design, producƟon, distribuƟon and markeƟng of electro-acousƟc transducers for professional use (the main components of cabinets for the reproducƟon of music, commonly known as loudspeakers) mainly intended for manufacturers of finished professional audio systems (Original Equipment Manufacturer, OEM). With about 185 employees, of which about 10% in the Research and Development Department, B&C Speakers carries out all design, producƟon, markeƟng and control acƟviƟes under the Group's brands: B&C, 18SOUND and CIARE, at its headquarters in Florence and Reggio Emilia. Most of the products are developed on the specific needs of the main customers. B&C Speakers is also present in the USA and Brazil through two subsidiaries that carry out commercial acƟviƟes.
Phone: +39 055 65721
Email: [email protected]
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