Ariston Holding N.V., a global leader in sustainable solutions for thermal comfort, with ordinary shares listed on Euronext Milan, has signed a binding agreement with Centrotec SE for the acquisition of 100% of the share capital of Centrotec Climate Systems GmbH, together with its group of subsidiaries, a leading player in the supply of heating, ventilation, air-handling and combined heat & power solutions.
The transaction will entail the in-kind contribution to Ariston of the entire shareholding in Centrotec Climate Systems in consideration of the subscription by Centrotec SE of 41,416,667 Ariston’s ordinary shares and a cash-out by Ariston of €703 million (on a cash- and debt-free basis). The newly issued shares will be issued through a dedicated capital increase, will represent approximately 11.1% of the Ariston’s issued shares (which also consists of non-listed multiple voting shares) and 2.6% of the total voting rights.
Centrotec SE will have the right to appoint, after the closing, a member of Ariston’s Board of Directors and the closing of the transaction is subject to customary conditions precedent, such as regulatory authorizations.
The main shareholder of the Company, Merloni Holding S.p.A., has already committed itself to vote in favor of the transaction, which is envisaged to be consummated by December 31st, 2022.
In connection with this transaction, Pedersoli’s equity partner Professor Eugenio Barcellona, junior partner Leonardo Bonfanti, associates Carlo Ranotti and Michela Borgogno and trainees Antonio Nisi and Giulia Ambrosiani acted as lead counsel on this transaction coordinating a multijurisdictional team of Ariston legal advisors comprising Clifford Chance for German aspects, Houthoff for Dutch aspects and ODI Law for Croatian aspects. On the antitrust aspects Pedersoli acted with equity parter Davide Cacchioli, partner Alessandro Bardanzellu and trainee Martina Oricco, all at Pedersoli.
Clifford Chance acted with a team led by partners Sandra Thiel, Christoph Holstein and Dimitri Slobodenjuk, counsel Moritz Petersen, senior associates Natalie Hemberger, Yannick Frost and Arne Gayk, associate Viktoria Dillmann as well as senior transaction lawyer Carina Soesanto and transaction lawyer Felix Neumann (all Corporate M&A). The team also included partner Stefan Simon, counsel Christopher Fischer and senior associate Alexander Stemmler (Employment), partner Claudia Milbradt and senior associate Nicolas Hohn-Hein (IP), senior associae Amrei Fuder and legal project manager Esther Giesbrecht.
Houthoff acted with a team led by partners Michiel Pannekoek, Jetty Tukker and Philippe König, senior associates Jessica den Dekker and Saskia Hoek-van den Berg, associates Daniël Stuijt and Ralph de Kruijf (all Corporate M&A/ECM), partner Gerrit Oosterhuis and senior associate Jori de Goffau (Competition) and counsel Anouk Boutens (Employment).
KPMG acted for the due diligence and Equita SIM as provider of the fairness opinion to Ariston’s Board of Directors.
Ariston was advised by CC&Soci and Goldman Sachs Bank Europe SE as financial advisors.
Freshfields Bruckhaus Deringer acted as legal advisor to the Seller.