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Campari Group: Completion of the acquisition of Courvoisier cognac

Milan, April 30th, 2024-Campari Group announces today the successful completion of the acquisition of 100% of Beam Holdings France S.A.S. (now renamed Courvoisier Holding France S.A.S.), which in turn owns 100% of Courvoisier S.A.S., the owner of the Courvoisier brand, in accordance with the terms of the acquisition agreement disclosed on December 14th , 2023.

On such date, Campari Group entered into exclusive negotiations with Beam Suntory Inc. (the ‘Seller’) who was granted a put option. The signing of the agreement occurred on February 26th, 2024 followed by the satisfaction of the conditions precedent which included the consultation of the French employees’ representatives and the fulfilment of various applicable regulatory processes, including antitrust.

The purchase price paid amounted to US$1.17 billion (corresponding to €1.08 billion at the hedged currency rate). At closing, the book value of maturing inventory estimated at April 30th , 2024 and included in the price paid was US$410 million.

In addition to the price paid, an estimated amount of c. US$30 million (c. €28 million at the closing date currency rate) related to finished goods in the Seller’s in-market companies will be paid to Seller by Campari Group according to a stock transfer agreement.

Therefore, the upfront Enterprise Value is US$1.20 billion (€1.11 billion) corresponding to the sum of the above purchase price paid and the value of finished goods stock take. In addition, an earn-out for a maximum amount of US$120 million (€112 million at the closing date currency rate) will be payable in 2029 based on the achievement of net sales targets realised in full year 2028, as previously disclosed. Hence, should the earn-out be paid, the total Enterprise Value is confirmed at US$1.32 billion (€1.22 billion).

The purchase price and finished goods stock take are still subject to the customary price adjustment mechanisms to be calculated in the next 90 days.

The transaction was financed in cash using the Group’s available resources resulting from the combined offering of newly issued shares (€650 million) and convertible bond (€550 million) offer directed to qualified investors on January 10th, 2024.

The consolidation effect of this acquisition will be reflected in Campari Group financials from the closing date onwards.

SOURCE: Campari Group

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