AUMENTO DI CAPITALE DI BANCA MONTE DEI PASCHI DI SIENA DA €2,50MLD

Mediobanca acted as Joint Global Coordinator and Joint Bookrunner in the €1.2bn combo deal successfully executed by Davide Campari – Milano N.V. to finance the acquisition of Courvoisier. The transaction represents the only combo ABB + CB executed in the last ten years in Italy
Please find below a brief description of the transaction:

On Tuesday 9th January 2024, after market close, Campari launched a two-fold financing package of primary equity and convertible debt. After a wall-crossing exercise through the day, books opened at 18:15 CET and closed at 21:30 CET. The final allocations were released on Wednesday 10th January, before market opening
The first leg of the deal was a primary accelerated bookbuild offering (“ABB”) of €650m (c.69.7m of newly issued ordinary shares) equivalent to c.6.0% of the Company’s ordinary share capital
The ABB was launched with a with a reference to market price (€9.93 closing price on the day of the launch). Books were covered in less than 30 minutes, with a final pricing of 9.33, corresponding to a 6.0% discount vs previous close
The second leg of the transaction was a €550m Convertible Bond (“CB”) 5 years maturity, upsized 10% by the issuer from €500m on the back of strong a demand.
The full coverage of the book was achieved in less than 30 minutes, and the final pricing came at the mid-point of the initial range: 2.375% Yield-To-Maturity and 32.5% Conversion Premium. The initial Conversion Price will be €12.3623
Moreover, on top of the primary ABB, banks’ syndicate sold €72m of existing Campari shares on behalf of bond subscribers as delta placement, to hedge their exposure in the convertible bond
For both legs of the transaction, books had over 100 lines and were multiple times oversubscribed (4.33x for the ABB, and 4.29x for the CB) at offer price and final terms. Allocations were skewed towards wall-crossed and long only investors
Despite a challenging macro environment and increased volatility in the market, Campari share price remained stable since the M&A announcement, showing appetite from the market, and making possible the successful placement of both shares and convertible debt, with favorable terms for the client
The transaction represents an additional confirmation of Mediobanca superior expertise in the consumer and branded goods industry
Mediobanca acting as Joint Global Coordinator and Joint Bookrunner in this milestone transaction, confirms the strong relationship with a core client as Campari Group, at its second ECM transaction in the last 12 months. This deal reinforces our unique track record in the Equity and Equity Linked space.