STPG – SCOUTING CAPITAL ADVISORS WITH REFRION IN THE JOINING OF LU-VE GROUP
Milan, February 25, 2022 – Refrion S.r.l. (“Refrion”), an Italian company specializing in the production and marketing of air heat exchangers, has signed a binding agreement to sell 75% of its share capital to LU-VE Group, one of the world’s leading manufacturers in the air heat exchanger sector, listed on Euronext Milan. The agreement also includes an option to purchase the remaining 25%, exercisable within the next five years.
The agreed consideration for 75% of Refrion, to be paid at closing and financed through LU-VE Group’s cash and cash equivalents, is €8.1 million, or 7.35 times the average adjusted EBITDA for the years 2020 and 2021, net of the net financial position as of 31/12/2021. The transaction includes representations and warranties usual for this type of transaction in international markets, combined with escrow agreements.
In fiscal year 2021, Refrion achieved consolidated sales of €26 million with EBITDA adjusted for extraordinary items of €2.7 million and earnings before taxes and extraordinary costs of €0.6 million. The adjusted net financial position as of December 31, 2021 was negative €8.9 million.
In the transaction, Refrion was assisted by STPG, through STPG – Scouting Capital Advisors as financial advisor of the operation, with a team led by Executive Director Roberto Francani and composed by Associate Director Elena Montibeller and Managing Director Dino Orlandini.
As far as legal advisory is concerned, Refrion was assisted by Greco Vitali Associati Studio Legale, with a senior team formed by Partner Matteo Vitali and Associate Matteo Miramondi, while advisor for the fiscal aspects and support to the financial plan was Studioprof.it, accountants and labour consultants, with a team led by Franco Rossit.
In the transaction LU-VE Group was assisted by MGPE Srl as financial advisor and by Studio Biscozzi Nobili Piazza as legal advisor.