Yesterday Fincantieri, according to a note, signed with the French State represented by the Agence des Participations de l'Etat (APE), through its subsidiary Fincantieri Europe SpA, the sale and purchase agreement for the acquisition of 50% of capital of STX France.
The signature takes place after the resolution of the Share Purchase Agreement signed by Fincantieri and STX Europe AS the 19 last May, following the exercise of the right of first refusal on the total capital of STX France by the French State on 28 July 2017, as well as the signature of the Share Purchase Agreement between the French State and STX Europe.
The acquisition by Fincantieri will be subject to the closing of the transaction between the French State and STX Europe, in addition to the usual conditions provided for this type of transaction.
For Fincantieri, the agreement provides for a purchase price for the share involved in the operation of 59,7 million euro, payable through available financial resources.
The signature is part of the agreement announced last September by the French Government and the Italian Government on the future ownership structure of STX France, which also includes the participation of Naval Group as a shareholder of STX France, and which represents a an important first step towards the creation of a future alliance in both the civil and naval defense sectors.
In compliance with this agreement, at the closing of the transaction the shareholders' agreements will also be signed and the loan agreement with Fincantieri of 1% of the share capital of STX France whose terms have already been agreed between the parties.
According to these agreements, at the closing of the transaction the following structure of the capital of STX France will be implemented:
Fincantieri (Fincantieri Europe SpA): 50,00% (a further 1% will be loaned by APE)
French State (APE): 34,34% (of which 1% will be loaned to Fincantieri)
Naval Group: 10,00% (or 15,66% if the participation plan offered to employees below and / or the acquisition by a group of local companies can not be implemented at the same time)
STX France employees: up to 2,40%
Group of local businesses: up to 3,26%
The Board of Directors of STX France will be composed as follows:
4 members appointed by Fincantieri (including the Chairman and the Chief Executive Officer)
2 members nominated by the French State
1 member appointed by Naval Group
1 member appointed by employees
The Chairman of the Board of Directors will have the so-called "casting vote".
With over 150 years of history, STX France is a global operator in the naval sector. Based in Saint-Nazaire, on the French Atlantic coast, the group counts one of the most modern shipyards in the world and a great experience in the design and construction of the most complex and innovative ships. STX France has about 2.600 employees and a network of over 500 suppliers. In the 2016 it generated revenues of around 1,4 billion.
Through this industrial partnership Fincantieri strengthens its leadership on the world market. The perfect complementarity of the cruise activities and products of Fincantieri and STX France, in fact, will allow the two companies to serve all customers and end markets, generating value not only for shareholders, but also for employees and their network of suppliers.
Any changes to the provisions of the 2016-2020 Industrial Plan of Fincantieri will be assessed and communicated in compliance with the times and methods established by current legislation.
Leonardo in check?
On the French side, together with the Stx of the Saint Nazaire shipyard, there are the military company Naval Group and Thales, the defense electronics group much larger than Leonardo. And Thales is also a shareholder in the 35% of Naval Group.
The preliminary agreements for the purchase of the 50% of Stx that Bono has outlined with the French state industry have aroused strong concern of Leonardo's managers. And the group of Perfume was excluded from the study group for the military alliance, in which, on the Italian side, there are representatives of Fincantieri, the parent company Cdp and Defense. On the other hand, on the French side, Thales is represented, in an indirect way, the great competitor of Leonardo who aims to put the group of Profumo in check. Leonardo is trying to recover ground through a recognition of his role and of Orizzonte Sistemi Navali, the joint company with Fincantieri (which owns the 51%) «that - Profumo has said several times - could become the reality that interacts with Naval Group for the definition of the architecture and the integration of the platform, the combat system and the combat management system ".
If Leonardo could not rebalance the situation, Thales and the French industry would be preferential suppliers of future military ships produced by the alliance being defined between Bono and the French, subtracting market shares from the Perfume group. "There is a continuous dialogue with Fincantieri. We remain of the idea that Orizzonte Sistemi Navali, the joint venture we already have in the field with the Trieste group, is the best possible solution to enhance the national supply chain and we know that the Government is very attentive », explained Profumo in the interview with the Sun 24 Hours of the 30 January. "We are open to any form of dialogue to the extent that we are not structurally junior partners," Profumo said.
The greatest difficulty for Profumo seems to convince Bono (more than the French counterparts) to recognize a space that guarantees Leonardo. When Bono launched the lunge with the French, in September, Profumo did not react promptly to have the interests of the Italian group recognized as a supplier of weapon systems. There was a meeting with the government, among others the minister Carlo Calenda, in which Bono, underlining the economic and financial situation of Leonardo, rejected the claims of Leonardo by stating: "What do you want you almost failed". A sentence never denied. At the meeting was Lorenzo Mariani, the new head of Leonardo's group commercial. It is this situation that now Profumo, with a direct commitment that also enjoys support in the government, is trying to overturn. However, Bono can count on an industrial and financial health status of the best group, even if Fincantieri is not without problems, compared to Leonardo.