The Board of Directors of Industrie Chimiche Forestali S.p.A. ("ICF") - a company among the reference operators at national and international level in the design, production and marketing of high-tech adhesives and fabrics, listed on the Euronext Growth Milan market, organized and managed by Borsa Italiana - announces that, yesterday evening, a preliminary purchase and sale agreement (the "Agreement") was signed between the same, as buyer, and Tessitura Langé S. r.l. ("Tessitura Langé"), as seller, concerning the latter's business unit related to the business of finishing and ennobling fabrics and trading in yarns, fabrics and textile products in general (the "Transaction").
Objective of the Transaction
Following the successful acquisition of the Morel business in July 2021, ICF continues its M&A strategy aimed at consolidating its competitive position in the market and expanding its business offerings with complementary and highly synergistic products. In addition, the Transaction allows ICF to integrate one of the main suppliers of the textile division and, thanks to its distribution capacity and international presence, to realize business synergies. As a result of the Transaction, the goal of increasing exposure in the high-end footwear, leather goods, apparel and packaging sectors will also be achieved.
Guido Cami, CEO of Industrie Chimiche Forestali, said:
"I am pleased to announce the agreement between two historic manufacturing companies in Lombardy that have been working together for decades with mutual satisfaction. Integrating upstream in textile finishing adds invaluable value to Forestali's products in terms of Sustainability because it allows the complete production chain to be clearly traced. In addition, thanks to the technical and commercial collaboration of the two organizations, further market opportunities will open up in synergy in the "luxury" product packaging sector. Tessitura Langè is, in our opinion, a "textile ennobling boutique" equipped with state-of-the-art facilities and a flexible and efficient organization ready to respond to the requests of the most demanding customers in terms of quality, service and Sustainability. A team, captained by Massimo Langè, with capable and serious young people and strongly motivated that over the years has allowed the company to achieve first-rate certifications, such as those of use of organic cottons, of ethical origin and also recycled. The Forest family thus also grows numerically with 25 more employees, joining the 15 coming from Morel since 2021! A total Team of 165 people highly motivated and oriented towards a sustainable future. Full steam ahead!"
Business and history of Tessitura Langé
Tessitura Langé, founded in 1941, manufactures and markets cotton and blended ennobled fabrics through in-house industrial processes, with a strong focus on innovation and sustainability. The company, headquartered in Robecchetto con Induno (Milan), is distinguished by the high verticalization of the production cycle, which allows it to control products from creation to sale in order to ensure maximum quality. Attention to sustainability is enhanced by the use of ethically sourced cottons (BCI), made with organic raw material guaranteed by "GOTS" certification and/or recycled with "GRS" certification, as well as by the use in the production processes of chemical substances that comply with the REACH protocol and the SVHC (Substances of Very High Concern) list. Also with respect to the environment, all wastewater is conveyed to an industrial sewer that has as its terminal the Ecologica Naviglio company, a flagship for wastewater disposal, constantly committed to the pursuit of environmental sustainability. The current majority shareholder and CEO will remain on as the business unit's chief operating officer.
Langé Massimo, CEO of Tessitura Langé, said:
"I thank Eng. Cami for his esteem for me, my company, and my team. Teaming up with a solid group will provide us with long-term visibility. We are historical suppliers of ICF, and the mutual esteem has enabled us to reach this agreement that will allow Tessitura Langè to work in synergy to grow, expand and improve our business while maintaining the diversification of our broad customer portfolio."
Features of the transaction
Tessitura Langè in 2022 had revenues of about euro 10 million, up about 25 percent from euro 8 million in 2021, producing more than 4 million linear meters of fabric. The overall activities covered by the Transaction are estimated to have produced positive margins. The combination plan envisages the exploitation of significant commercial and industrial synergies. The price due from ICF will be €1,760,431.10, to which must be added the amount of inventories and stock inventory as of the date of execution, all subject to the usual adjustments on the date of execution of the Transaction based on the exact composition of the business unit. The payment of the consideration-which will be made using own means-is expected to be made in two tranches: the first, on the date of execution and the second, within 12 months from the date of execution. The sale and purchase agreement includes, inter alia, a set of representations and warranties issued by Tessitura Langè, which are usual in this type of transaction, and the resulting obligation to indemnify ICF.The Transaction, which is not subject to any conditions, will be executed no later than April 30th, 2023.
Advisors to the Transaction
In the Transaction, ICF was assisted by Pedersoli with a team composed of Francesca Leverone and Elisa Bertoni and, for financial and environmental aspects, by BDO and TAUW, respectively. Tessitura Langè was assisted by the law firm Calcaterra Cozzi, in the person of Paola Calcaterra. The Notary for the Transaction is Manuela Agostini of the Agostini - Chibbaro Notary Firm.
