Thursday 20 January 2022

IVS Group with Liomatic announce new strategic Business Combination

Antonio Tartaro, IVS Group Co-CEO, adds that "the agreement with the Caporali family is a key step in the inevitable process of consolidation in the vending sector, where players able to offer customers innovative and increasingly better services will be successful."

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GRAND DUCHY OF LUXEMBOURG – IVS Group informs that it has signed with Cafim S.r.l., controlled by Caporali family and controlling shareholders of Liomatic Group (with
around 80%), an important strategic agreement aimed at creating a single group, that will strengthen the leadership of the two parties in the regions of original presence and at national level, in the automatic distribution business (vending). Liomatic, founded in 1973 by Paolo Caporali, since 50 years is one of the most important players in the vending sector, with headquarters close to Perugia (Umbria region) and a consolidated presence especially in the regions of Central Italy. Liomatic is active in Italy, Spain, Portugal, Germany and holds qualified minority stakes in other important Italian vending companies.

IVS Group and Liomatic, together in the vending sector

Liomatic consolidated sales were equal to Euro 109 million in 2020 and Euro 144 million in 2019, before the Covid pandemic crisis. The Business Combination aims at joining the best practices that IVS and Liomatic developed along their long and successful histories:
from operational management, to the best coverage of the respective territories; from advanced Information Technology, to payment systems and in the application of ESG principles, where Liomatic was one of the first movers amongst Italian vending companies.

The strategic objective of the Business Combination is to provide customers with an increasingly efficient and higher value service, through the innovation of products and technologies, exploiting the logistic and distribution synergies between existing and new markets, in the quickly evolving sector of specialized food distribution, with particular attention to the coffee value chain, which represents a typical Italian excellence, known throughout Europe.

The similar origins of IVS and Liomatic, the principles shared by their founders and management, such as the orientation to growth and excellence in a context of economic and financial sustainability, the attention to human resources and to the local communities, are and will remain the reference values that inspire the Business Combination.

The Business Combination will result in a group with more than 700 million vends in 2020

And exceeding 1 billion pro forma in 2019 pre Covid, more than 260,000 vending machines installed, 3,400 employees and a market share in Italian vending in the range of 17-18%. The 2019 (pro-forma) consolidated sales resulting from the Business Combination were approximately Euro 607 million, with an ebitda margin of around 20.5%. In 2020 pro-forma sales, strongly affected by the pandemic, were equal to Euro 439 million with an ebitda of 18%.

Liomatic group businesses include also the major Italian organisation for the resale of products to vending players, with around Euro 55 million sales in 2020 and Euro 64 million in 2019. According to the structure of the Business Combination, the Caporali family will reinvest in IVS a major portion, around 70%, of the agreed price, whilst the overall preliminary Enterprise Value of the transaction will be around Euro 154 million, net of the real estate and minority shareholdings owned by Liomatic (valued approximately Euro 52 million).

Cafim S.r.l. will underwrite a reserved capital increase in IVS Partecipazioni S.p.A. (the controlling shareholder of IVS Group, with approximately 62.15%, calculated net of treasury shares), becoming one of IVS Partecipazioni major shareholders, with an interest in between 10.9% and 13.2%. Paolo Caporali will be appointed as member of the Board of Directors of IVS Group S.A.

IVS Group, will vote and launch a capital increase, offered in option to the market, that will be subscribed, at least pro-quota, by IVS Partecipazioni.

The valuation of Liomatic and IVS Group vending businesses have been made by referring to homogeneous multiples and IVS Group majority stake is the only business owned by IVS Partecipazioni

The completion of all the passages of the Business Combination, including the immediate start of a Confirmatory Due Diligence, is expected in early 2022. The various steps and details will be dealt with in specific communications. Paolo Caporali, Liomatic founder and CEO, with reference to the growth prospect of the Business Combination is proud to declare that “It is a great honor to have been chosen by IVS Group as a partner in a major development project in our sector. We see a great space for improving the services offered on a national and international scale, better addressing the issues of sustainability and enhancing human capital, which have always been key elements of our corporate strategy. The investment that the Caporali family will make in IVS Partecipazioni confirms the commitment to continuity and the sharing of this great aggregation project”.

Antonio Tartaro, IVS Group Co-CEO, adds that

“the agreement with the Caporali family is a key step in the inevitable process of consolidation in the vending sector, where players able to offer customers innovative and increasingly better services will be successful. The combination of IVS and Liomatic excellence will increase results and growth capacity, also looking at the fast rising digitalization, with targeted investments. Vending is in direct contact, every day, with tens of millions of consumers, and is amongst those few market segment allowing a personalized and daily knowledge of consumers’ behaviour.

Having these information on a growing users base, represents a great advantage for responding effectively to the evolution of consumption models in specialized distribution and represents an opportunity for the national food & beverage industry, that in many market segments, such as the espresso coffee, is a typical Italian excellence, to be developed also on an international scale”.

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IVS Group S.A. is the Italian leader and the second player in Europe in the business of automatic and semi-automatic vending machines for the supply of hot and cold drinks and snacks (vending). The core vending business is mainly carried out in Italy (82% of sales), France, Spain and Switzerland, with around 230,000 vending machines; the group has a network of 87 branches and around 2,750 employees. IVS Group serves more than 15,000 corporate clients and public entities, with over 600 million vends in 2020.

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