€400M FINCANTIERI RIGHTS ISSUE

Mediobanca acted as Joint Global Coordinator in the c. €400m rights issue successfully completed by Fincantieri S.p.A. with a 100% take-up at the end of the rights auction. This represents the 37th Italian Rights Issue underwritten by Mediobanca since 2010 and our 2nd ECM deal with Fincantieri, thus confirming Mediobanca leadership in the field and our strong relationship with Fincantieri and its major shareholder CDP

Please find below a brief description of the transaction:                        

  • On May 9, Fincantieri signed a binding agreement for the acquisition of Leonardo’s Underwater Armament Systems business (“UAS”) for a total maximum Enterprise Value of €415m, split between €300m as fixed value, and €115m as variable component. To finance the acquisition, the company announced a rights issue for up to €400m with attached free warrants for subscribing shareholders, to be exercised in two years for up to €100m of additional capital increase
  • At the announcement of the transaction, Mediobanca together with BNP Paribas, Intesa Sanpaolo, Jefferies and JP Morgan, agreed to pre-underwrite the rights issue for its total amount net of the major shareholder’s commitment
  • On June 20, Fincantieri BoD set the final terms and conditions for the Rights Issue: 
    • c.152.42m new shares at an issue price of €2.62 each to be offered, on a pre-emptive right basis at a ratio of 9 new share for every 10 rights held.
    • discount to TERP of 32.20% 
  • On the same day, the BoD set also the final terms of the free warrants:
    • c.22,41m of potential new shares at a subscription price of €4.44 (14.9% premium vs TERP)
    • 5 new ordinary shares for every 34 warrants exercised
    • Exercise period from 1 September 2024 to 20 September 2026
  • The major shareholder CDP Equity S.p.A. – owning 71.3% of the Company – committed to fully subscribe its portion of rights, for approximately €288.8m, consequently the market risk was equal to c.€113.5m
  • During the offer period (24 June – 11 July) shares and rights trading have been extremely positive. Rights traded consistently above the theoretical value at pricing, while Fincantieri shares gained 26.7% vs TERP, just slightly below the price cum right at the pricing date, representing a 46.5% margin on the issue price, and resulting in a 99.2% subscription before the auction
  • Since the first trading day of the subscription period, the share price traded constantly above the strike price of the warrants
  • All the unsubscribed rights were sold during the first day of auction and the rights issue was successfully completed with a final take-up of 100% 
  • The transaction has been successfully de-risked through an extensive marketing activity. Since January, hence before the announcement of the transaction and the involvement of the syndicate, Mediobanca began to engage investors in order to both introduce the company to potential new investors and to refresh the equity story to existing and perspective shareholders.

Mediobanca managed the deal acting as Joint Global Coordinator and constantly played a central role throughout the whole process, structuring the transaction and leading the marketing effort. The transactions confirmed our unique ECM track record and unrivalled expertise in underwriting Rights Issues in Italy.