Campari’s office move to Netherlands gets go ahead

Italy’s Campari Group will move its registered office to the Netherlands as planned after fulfilling the conditions of the offer.

Bob Kunze-Concewitz, chief executive officer, Campari Group

On 18 March, Campari Group confirmed its “strong commitment” to transfer its registered office from Italy to the Netherlands despite the difficult macroeconomic environment due to the Covid-19 pandemic. However, last month the Italian drinks firm said it was “not possible to predict” if its registered office would move to the Netherlands as planned.

The deal depended on a number of factors including: the outcome of the liquidation procedure of the withdrawn shares (which expired on 21 June 2020), the potential decision of the shareholders to cancel it based on the currently unknown outcome of such liquidation procedures and on the currently undetermined costs associated with it.

The latest update from Campari Group said that the firm had fulfilled the conditions set for the initial offer, which is expected to be completed next month. The group said the move was in line with the company’s objectives.

Campari Group’s controlling shareholder, Lagfin, has upped its initial investment of €76.5 million (US$86.3m) in the deal to more than €250m (US$282m). Campari CEO Bob Kunze-Concewitz said this move “represents the full confirmation of its long-term commitment to the group strategy and a very strong signal of trust in the company’s future prospects, in line with the management’s ambitions”.

The firm also said the total cash outflow from the liquidation of the remaining shares totals approximately €65m (US$73.3m), lower than the maximum cash outflow cap set by shareholders as one of the conditions of the transaction.

Kunze-Concewitz said the group “strongly” appreciated “the message of trust stemming from the decision of some shareholders to waive the exercise of their withdrawal rights in order to remain invested in the company”.

The firm reiterated that the transfer of the registered office will not involve any changes in how Campari operates. The tax residence of the group will remain in Italy.

Kunze-Concewitz said: “We pursue the key objective of enhancing our increased voting mechanism in favour of long-term shareholders and, therefore, the adoption of a flexible capital structure that can further support us in pursuing growth opportunities also via major acquisitions.”

The date of when the deal will come into effect will be announced soon in accordance with regulations.

Earlier this month, Campari Group signed an agreement to acquire a 49% share in Italian e-commerce alcohol platform Tannico for €23.4m (US$26.5m).