Frigoglass has made a clarifying announcement following a related question from the Capital Markets Commission regarding the recently announced planned acquisition of foreign companies Provisiona Iberia, SL and Serlusa Refrigerantes, LDA.
According to the listed company, the ultimate beneficial owners of the shares of the acquired companies are currently four natural persons, none of whom controls, alone or in coordination with any of the others, any of them, in accordance with the provisions of Greek Law 3556/2007. There is no direct or indirect relationship (shareholder or otherwise) between the existing main shareholder of the Company, Truad Verwaltungs AG and its affiliated companies, or the members of the Board of Directors of the company and any of the shareholders of the Acquired Companies. The acquired companies are engaged in the trade and maintenance of commercial refrigerators. It is expected that after the completion of the transaction, the main activity of the company will continue to be that of a holding company, while the integration of the Acquired Companies into the Company’s group will contribute positively to its overall turnover and profitability.
Regarding the financial performance of the companies, Frigoglass states that based on data from 12/31/2023, Provisiona’s turnover amounted to 22.8 million euros, EBITDA to 1.5 million euros, EBT to 960 thousand euros. The company’s total assets are 16.6 million euros and net equity of 7.2 million euros. Serlusa Refrigerantes’ turnover was 6.6 million euros, EBITDA to 542.8 thousand euros and EBT to 264.7 thousand euros. The company’s total assets reach 4.2 million euros and net equity to 2.2 million euros.
The program includes completion of satisfactory financial, legal and tax due diligence of the Acquired Companies by end of October 2024. Completion of the valuation of the Acquired Companies in accordance with Article 17 of Greek Law 4548/2018 by mid-November 2024. Resolution of the Board of Directors on the convening of the General Meeting of shareholders for approval of the share capital increase by end of November 2024. General Meeting of shareholders for approval of the share capital increase and the distribution of new shares to the shareholders of the Acquired Companies by end of December 2024. Approvals from regulatory authorities for the share capital increase and the Transaction (e.g. Ministry of Development, Capital Market Commission, Athens Stock Exchange, etc.) by January 2025. Commencement of trading of the new shares on the Athens Stock Exchange in February 2025.