Further information on the press release published by the Company on 29th December 2009
Padova, 8thth January 2010 - With reference to the Company's press release dated December 29, 2009 in connection with the sale by Safilo Group to HAL Holding N.V. (through controlled companies) of its non-core retail activities, including the retail chains Loop Vision in Spain, Just Spectacles in Australia and those in the People's Republic of China (the "Sale Transaction") and following a specific request by Consob, the Company communicates that:
HAL Holding N.V. currently owns, through its controlled company HAL International Investments N.V., a stake equal to 2.082% of Safilo's share capital; the Sale Transaction was executed at a time when the parties were not related, it is part of a wider recapitalization transaction aiming at strengthening Safilo Group's capital structure and which will result in HAL Holding N.V. taking effective control of the Company by increasing its stake in Safilo Group, in the context of the recapitalization plan approved on December 15, 2009 by the Extraordinary Shareholders' meeting and already communicated to the market. In this context, the Sale Transaction is a key step of the recapitalization plan and it is connected and instrumental to its execution. In addition, in the very unlikely scenario that the recapitalization transaction does not take place, Safilo Group has the right to buy back from HAL the sold retail activities at the same terms and conditions of the Sale Transaction. As indicated above, the Sale Transaction was executed between non-related parties and there was no conflict of interest in the determination of the price of the sale: in fact, the price was determined at market conditions (and whose financial adequacy was subject to relevant opinion by KPMG Advisory S.p.A. as advisor) and, should the recapitalization plan not take place, Safilo has the right to buy back from HAL the sold retail activities at the same terms and conditions of the Sale Transaction.
The rationale of the Sale Transaction is related to the overall execution of the recapitalization plan, being it a key component. In addition, the Board of Directors decided to approve the Sale Transaction as the sold retail activities were loss making and had a negative impact on the Company's cash flows. As already communicated in the press release of the Company published on December 29, 2009, total 2009 sales estimated by Safilo attributable to the sold assets are approximately Euro 36 million, with a 2009 estimated negative EBITDA of Euro 7 million.
The Company also estimates that for 2009 the Sale Transaction has a marginal impact on the capital structure of the Group, while it has a positive impact on its cash flows, deriving from the proceeds of the sale of 13.7 million Euro.
As far as the sale price is concerned, HAL acquired the above mentioned retail activities for a total consideration of 13.7 million Euro, net of the financial and commercial debts which were overdue. The evaluation of the sold activities is consistent with its current market value, also considering the negative performance of such activities. The sale price has been determined using different methodologies, principally industry comparable company and transaction multiples as well as the Discounted Cash Flow.
The Directors of the Company, on a voluntary basis, appointed KPMG Advisory S.p.A. To provide a fairess opinion on the sale price as well as the financial adequacy of the terms of the Sale Transaction. As a consequence of the Sale Transaction, no changes of the Company Board of Directors' emoluments are expected, also considering that the Sale Transaction is a key part of the overall recapitalization transaction.
The Sale Transaction was unanimously approved by the Board of Directors of the Company on October 19, 2009, including the independent directors. As the Sale Transaction was not deemed as a related party transaction, no independent experts were appointed.