The deal, which is to Terra Moretti Distribuzione Srl., controlled by Terra Moretti SpA and Simest SpA, means that Gruppo Campari will be exiting the Italian still wines business.
It has agreed to sell 100% of the share capital of Azienda Vinicola Tenute Sella & Mosca SpA (‘Sella & Mosca’) and 100% of the share capital of Teruzzi & Puthod Srl (‘Teruzzi & Puthod’) to Terra Moretti Distribuzione Srl.
Campari says the overall deal consideration is equal to €62m on a cash free/debt-free basis. The structure of the deal foresees a cash payment of €57m to be transferred at the closing and the remaining amount to be corresponded with a deferred payment in four years time guaranteed by a pledge on Teruzzi & Puthod shares, with maturing interests.
The business sold comprises the Sella & Mosca and Teruzzi & Puthod trademarks, as well as the vineyards, vinification and production plants, inventory and real estate assets.
In the fiscal year ended December 31, 2015, the two companies registered overall net sales of €21.4m and overall EBITDA pro-forma of approx. €3.2 million.
The transaction is expected to close before the end of 2016.
Based in Sardinia, Sella & Mosca is said to be one of the most important wineries in Italy and one of the largest estates in Europe (with 550 hectares of vineyards). It is engaged in the vinification of still and sparkling wines, with an increasing presence in premium wines segment, including red wines such as Marchese di Villamarina, Tanca Farrà, Cannonau and Terre Rare; and white wines Monteoro, Vermentino di Gallura, Terre Bianche and Torbato.
Teruzzi & Puthod is the most important winery in the San Gimignano area (Tuscany), says Campari, and is a prestigious brand for Vernaccia di San Gimignano. The product range comprises premium wines including Terre di Tufi, Arcidiavolo and Peperino.
After the disposal of Sella & Mosca and Teruzzi & Puthod, which entered into Gruppo Campari’s portfolio in 2002 and 2005 respectively, Gruppo Campari completed the exit from the Italian still wines business. This commitment started in 2015 with the disposal of the Italian winery Enrico Serafino.
Terra Moretti Distribuzione Srl is a company specialised in the distribution and sale of wines, controlled by Terra Moretti Holding.
NUO Capital, which was involved in the transaction, is an investment company recently promoted by the Cheng/PAO family from Hong Kong.
Gruppo Campari CEO Bob Kunze-Concewitz said: “We are very pleased to sign this transaction with Terra Moretti Distribuzione, leader in the distribution of premium wines, and a perfect fit for Sella & Mosca and Teruzzi & Puthod to ensure and further enhance the value and tradition of the brands at both national and international level, also thanks to the agreement with NUO.Capital.
“Moreover, this transaction confirms Gruppo Campari strategy of streamlining non-core activities and increasing focus on its core spirits business. In particular, after this transaction, Gruppo Campari completes its exit from the Italian still wines business, started in 2015 with the disposal of Enrico Serafino.,” said Kunze-Concewitz.
Terra Moretti CEO Francesca Moretti said: ‘Thanks to these two prestigious acquisitions we strongly emphasise our company’s strategy, a project aimed at developing and enhancing the Italian winemaking tradition at both national and international level.
“Sella & Mosca is an icon of Sardinia in Italy and in the world; Teruzzi & Puthod is well known for the quality of its wines and for its strong linkage with the territory of San Gimignano (Tuscany). More importantly, after this acquisition, we acquire almost 650 hectares of vineyards in two traditional areas suited for it, therefore confirming that our commitment in the wine sector starts from the territory and its identity.
“Our objective and challenge will be to continue to invest on the acquired brands to strengthen their positioning in the international markets consistently with their tradition, and, at the same time, enhance significantly our offering in terms of both in quality and size,” said Moretti.