Sanlorenzo is joining a consortium as a minority shareholder with the aim of taking over the business operations of The Italian Sea Group (TISG). The bid was submitted by Polo Nautico Carrara (PNC), a company yet to be established which is to operate on a consortium basis. According to the initiators, the consortium’s aim is to safeguard jobs, resume industrial operations, support the local supply chain and maintain yacht-building activities in the Carrara region. TISG is currently undergoing court-supervised restructuring proceedings in Italy. In July, the shipyard was granted protective measures by the court in Florence under Italian crisis and insolvency law, enabling it to continue operations whilst a restructuring plan is drawn up. Just a few days ago, Giovanni Costantino announced his resignation as Chairman of the Board and CEO of The Italian Sea Group.
Ownership structure of the consortium
Under the proposed ownership structure, ten per cent of PNC is to be held by a company yet to be established, which Riccardo Cima will set up together with certain suppliers. The remaining 90 per cent is to be owned by two to three internationally recognised shipyards, with whom, according to Sanlorenzo, discussions are at an advanced stage. Sanlorenzo intends to acquire a minority stake in PNC and has issued a letter of comfort supporting the consortium’s participation in the tender process. The letter covers up to ten per cent of the proposed purchase price as security for PNC’s payment obligations.
Scope of the takeover bid
According to several media reports, the offer covers TISG’s operational business activities but excludes its debts and receivables. The continuation and completion of existing yacht-building contracts would be subject to separate negotiations with the respective yacht owners. The proposal is subject to due diligence, the initiation of a court-supervised competitive sale process and the fulfilment of other customary conditions. The offer is non-binding and does not oblige either TISG or the court-appointed administrators to proceed with the transaction.
Turmoil at TISG
The announcement follows a period of significant upheaval at TISG. In July, Chairman and CEO Giovanni Costantino and non-executive director Gianmaria Costantino stepped down, which, under Italian company law, triggered the dissolution of the company’s board of directors. The outgoing board will continue to operate on a provisional basis until the shareholders appoint a new board, whilst the company continues its court-supervised restructuring proceedings. In early July, the Court of Florence confirmed protective measures under Italian crisis and insolvency law, enabling TISG to continue operating whilst a restructuring plan is drawn up. The company is also considering a capital increase of around 100 million euros to strengthen its financial position.
San Lorenzo’s motivation
Massimo Perotti, Executive Chairman of Sanlorenzo, explained that the company had decided to support the initiative in order to safeguard jobs, preserve Italy’s yacht-building expertise and contribute to the long-term development of the local maritime industry. “Our aim is to bring the industrial strength, expertise and long-term vision of Polo Nautico Carrara’s shareholders to the project, in order to enhance the local industrial ecosystem and promote the excellence of Italian craftsmanship worldwide,” he emphasised.
Previous takeover speculation
At the start of the year, market rumours linked TISG with potential takeovers by the German shipbuilder Lürssen and the Italian yacht builder Ferretti Group. Both companies publicly denied that they were seeking to enter into a transaction. In June, the Ferretti Group made it clear that no negotiations were currently underway with TISG or its shareholders in this regard. At the same time, the group emphasised that, as a leading player in the Italian yacht industry and in line with its external growth strategy, it continuously evaluates and assesses potential opportunities that may arise in the market.
Martin Hager
Editor in Chief YACHT