CLIENT: Finanziaria Centrale del Latte di Torino S.p.A., Lavia – Società Semplice, Luigi Luzzati, Marco Fausto Luzzati, Carla Luzzati, Sylvia Loew


DATE: March 2020

SECTOR: Consumer and Retail

Finanziaria Centrale del Latte di Torino and Luzzati Family, the reference shareholders of Centrale del Latte d’Italia, leading Italian Group in the dairy and food sectors, listed on Mercato Telematico Azionario of Borsa Italiana S.p.A., STAR segment, have signed a binding agreement aimed at the sale of 6,473,122 ordinary shares of Centrale del Latte d’Italia, representing 46.24% of the share capital, to Newlat Group through the sale and exchange of shares.

Activities performed:
The consideration agreed for the purchase of Centrale del Latte d’Italia shares by Newlat Group consists of:
(i) a component represented by Newlat Food ordinary shares transferred by Newlat Group to the reference shareholders for a ratio equal to no. 1 (one) Newlat Food ordinary share every n. 3 (three) transferred Centrale del Latte d’Italia Shares; and
(ii) a cash component, equal to Euro 1 (one) for each Centrale del Latte d’Italia Share transferred.
Consequently, as a result of the acquisition of the significant shareholding in Centrale del Latte d’Italia, Newlat Group will be required to launch a mandatory tender offer on the remaining ordinary shares for the same consideration paid to the reference shareholders.
Centrale del Latte d’Italia arose from the merger of Centrale del Latte di Torino and Centrale del Latte di Firenze, Pistoia and Livorno and is specialized in the manufacturing, processing and marketing of milk and dairy products and food products. The Group mainly operates in Italy, in the regions of Piemonte, Veneto, Liguria and Toscana, respectively with Centrale del Latte di Torino, Centrale del latte Vicenza, Centrale del Latte Rapallo and Centrale del latte della Toscana.
The operation is aimed at consolidating the Italian dairy market through the integration of two of the main operators in the sector such as Newlat Food and Centrale del Latte d’Italia which present important complementary elements such as geographic positioning, as well as significant potential synergies. The business plan shared by Newlat Group and the selling shareholders envisages that Centrale del Latte d’Italia will become the reference platform for the entire dairy world by leveraging, among other things, the high-quality regional supply chain of Toscana and Piemonte and management commitment represented by all managers and collaborators who will be involved in the important growth project.
Vitale acted as financial advisor of reference shareholders of Centrale del Latte d’Italia, providing assistance in the economic and financial analyses, origination of the transaction and definition of the structure and the terms, management of due diligence activities, negotiations and definition of the agreement with the counterpart, cooperation with legal consultants in the revision, negotiation and definition of the legal documentation.

Value of the transaction: n.d.