Davide Campari-Milano N.V. signed an agreement to acquire the 100% stake in Courvoisier S.A.S. from Beam Suntory Inc for approximately ?1.22 billion on February 26, 2024. As consideration, the purchase price is ?1.11 billion ($1.20 billion) on a cash free/debt free basis, and is subject to the customary price adjustment mechanisms. In addition, an additional payment of maximum $0.12 billion(?0.11 billion) is expected to be payable in 2029 upon the achievement of net sales target realized in full year 2028. The corresponding Enterprise Value is $1.32 billion (?1.22 billion) is equivalent to a multiple of c.17 times the CAAP in 2022. The acquired business includes an enviable inventory of maturing eaux-de-vie, with a book value of approx. $365 million(?337 million)as of 31 October 2023, consisting of well-balanced age profiles to support future brand development. The acquisition perimeter includes the trademarks as well as comprehensive production facilities consisting of distillation, warehouses, vineyards, a visitor centre and château, blending facilities, ageing cellars and an automated bottling plant. The funding of the acquisition is fully committed via a bridge loan for an amount of ?1.2 billion, with a tenor of up to 24 months from closing date, by a consortium of banks composed by Crédit Agricole Corporate and Investment Bank (as global coordinator, mandated lead arranger, bookrunner and underwriter) and Intesa Sanpaolo (Divisione IMI CIB), Bank of America, Goldman Sachs Bank Europe SE and Mediobanca (each as mandated lead arranger, bookrunner and underwriter).

The group announced the creation of a new route-to-market in China with a dedicated regional distribution model, ahead of the integration of Courvoisier. With a strong brand portfolio, the group is confident in successfully building the business in China using a strengthened distribution platform in line with the market strategy. As a result of this contemplated acquisition, assuming a full debt funded transaction Campari Group?s Net debt/EBITDA adjusted on a pro-forma basis is expected to increase from 2.6 times as of 30 September 2023 to c. 4 times upon the deal closing. The signing of the transaction is subject to the information and consultation of the French employees? representatives and the closing of the transaction will be subject to the completion of the appropriate regulatory processes and customary antitrust approvals. The deal is expected to close in 2024. As of January 10, 2024, Campari issued worth ?650 million new shares and worth ?550 million in convertible bonds to finance the transaction.

Goldman Sachs and PricewaterhouseCoopers Business Services acted as financial advisors; Dominic Long, Christopher Best, Alexandre Ancel, Anne-Caroline Payelle of Allen & Overy Paris and New York acted as legal advisors and McDermott Will & Emery Italy and France and Biscozzi Nobili Piazza acted as tax advisors to Campari Group. In the bridge financing transaction Stefano Sennhauser, Elia Ferdinando Clarizia, Doris Ceoromila and Luca Maffia of Allen & Overy Milan acted as legal advisors to Campari Group, and Clifford Chance acted as legal advisors to the banks. Winston & Strawn acted as legal advisor to Beam Suntory Inc. PedersoliGattai and Cravath, Houthoff advised Campari on the private placement of these shares and convertible bonds. BofA Securities, Inc. acted as financial advisor for Davide Campari-Milano N.V.

Davide Campari-Milano N.V. completed the acquisition of Courvoisier S.A.S. from Beam Suntory Inc for approximately ?1.2 billion on April 30, 2024. The consolidation effect of this acquisition will be reflected in Campari Group financials from the closing date onwards.