Voluntary public tender offer on RETELIT by MARBLES

Mediobanca acts as sole Financial Advisor to Marbles (controlled by Asterion Industrial Partners) in the Voluntary Public Tender Offer on Retelit

Retelit is one of Italy’s leading independent wholesale providers of fibre services and ICT solutions, with a platform of ~15,000 km of fibre, including metropolitan networks in top 14 cities. Listed on the Italian Stock Exchange since early 2000’s with a market capitalization of c. € 425m (before announcement), Retelit reported ca. € 165m revenue and ca. € 54m EBITDA in 2020. 

Marbles, is currently the most sizeable shareholder of Retelit with a 28.7% stake and is controlled by Asterion. Asterion is an independent investment management firm focusing on European infrastructure. Since its incorporation in late 2018, Asterion has completed 10 deals. 

In the context of Marbles’ acquisition of a 28.7% stake in Retelit (Oct 20-Jan 21), Mediobanca acted as sole financial advisor and escrow agent to Marbles for the acquisition of a 24.1% block via M&A and assisted Marbles for the acquisition of the additional 4.6% stake via market purchases. 

On 30/5/2021, Marbles announced the decision to launch the offer to acquire the remaining 71.3% of Retelit at an offer price of € 2.85 per share (+10.7% premium vs official price of the last day before the announcement and +30.3% premium vs VWAP of the 12 months before announcement). 

The VTO is subject to the fulfilment or the waiver of a number of conditions (customary for this kind of transactions, e.g. golden power, lenders’ waiver, etc) and is conditional upon a minimum stake achieved by Marbles after the VTO of at least 66.67% of Retelit share capital. 

Mediobanca is acting as sole Financial Advisor to Marbles and will act as Cash confirmation Issuer to Marbles. 

The deal testifies Mediobanca outstanding expertise and track record in TMT / TLC infrastructure and Public Tender Offers in Italy, further strengthening the bank’s relationship towards Asterion, a leading infrastructure investor in Europe.