Fintiles public tender offer on Ceramiche Marazzi

This press release contains a partial summary of the information note (“Comunicato”) published by the Offeror pursuant to article 102 and 114 of D.LGS no. 58/1998, which prevails and provides the information legally required for the purposes of the aforementioned provisions of law.

Filippo Marazzi announces the launch of a voluntary public tender offer for all the outstanding shares of Marazzi Group S.p.A. (“Marazzi Group” or the “Issuer”) at the price of Euro 7.15 per share, through Fintiles S.r.l. (“Fintiles” or the “Offeror”). Such a price represents a premium of approx. 30% on the weighted average official price of the shares of the Marazzi Group both with reference to the last month and the last three months as well as a premium of approx. 14% on yesterday’s official price.

The offer is launched by Filippo Marazzi (the “Controlling Shareholder”) who currently directly or indirectly owns 57.03% of Marazzi Group, through Fintiles, a newly established Italian vehicle which is 51% controlled by Finceramica S.p.A. (“Finceramica”) and 49% participated by LuxELIT S.àr.l., a Luxembourg company controlled by two private equity funds, Permira and Private Equity Partners. Fintiles is offering a cash payment of Euro 7.15 (seven Euro and fifteen cents) for each Marazzi Group share. The offer is launched on 49,928,242 ordinary shares corresponding to 48.838% of Issuer’s share capital, of which 11,724,028 of shares (11.468% of the Issuer’s share capital), will be tendered by the Controlling Shareholder and Rosaria Marazzi according to the terms of the investment agreement (“Accordo Quadro”). The maximum value of the offer, calculated over the total number of shares subject to the offer (i.e. 49,928,242) is approximately equal to Euro 357 million. According to the investment agreement, in case of success of the offer, the Offeror will acquire 52,303,758 shares (representing 51.162% of the share capital of Marazzi Group) from Finceramica on the same terms and conditions of the public offer. The offer is aimed at the delisting of Marazzi Group shares and is subject to the reaching of a stake higher than 90% of the Issuer’s share capital. The deal is part of a remarkable strategy of development and consolidation of the business of Marazzi Group also through a program of significant investments in terms of production capacity, expansion in emerging markets and rationalization of the current group structure. The international ceramic tile market is going through a phase of significant changes characterized by the repositioning of production and competition at global level, which makes it necessary for Marazzi Group to adopt an incisive medium-long term strategy requiring a considerable financial commitment. The foreseeable negative impact that such decisions and investments will probably have on the short-term profitability and the possible resulting pressure on the share performance (particularly in unfavourable market conditions, as the current ones) could significantly slow down or make more difficult to implement these fundamental strategic choices. Such a decisive and meaningful strategy of consolidation, investment, international expansion and possible product diversification could be pursued more rapidly and more effectively by having a concentrated shareholding structure rather than a broad-based one. Therefore, in order to maximize the likelihood of succeeding in the implementation of such an important program, the Controlling Shareholder is pursuing the objective of delisting the shares. Mediobanca acted as financial advisor.