Everything about the Italian Civitanavi bought by the US defense giant Honeywell
The American group Honeywell has announced its intention to acquire the entire share capital of Civitanavi Systems, an Italian group active in the sector of high-tech navigation and inertial stabilization systems. Facts, numbers and insights about the company
Takeover bid by the American giant Honeywell for the entire share capital of Civitanavi Systems, an Italian group active in navigation technology and absolute time references for the aerospace, defense and industrial sectors.
On March 27, Honeywell Aerospace Technologies launched a public purchase offer for 100% of Civitanavi Systems, listed on Euronext Growth Milan (Egm). This can be read in a note from the American Defense group, which specifies that for the offer, "aimed at withdrawing the stock from the list, a price of 6.3 per share has been set, which expresses a value of the net equity of approximately 200 million euros".
Civitanavi will therefore leave Piazza Affari just over two years after landing on the stock exchange. In fact, it was listed in February 2022 with a placement price of 4 euros per share and a capitalization of 123 million euros. Yesterday it closed at 5.42 euros per share and a capitalization of 166 million euros. The stock has gained 17% in the past month on above-average volumes and 39% year to date.
The company led by Andrea Pizzarulli, which provides information on the position, geographic north and attitude of ships, aircraft, missiles, then robots and miners, is also a supplier to Bae Systems for the inertial systems of the Tempest, a program for the United Kingdom, Italy and Japan for the development of the sixth generation fighter jet, now Gcap. In September Civitanavi had also signed an agreement with Honeywell to launch a new inertial measurement system for the international market in the industrial and defense sectors.
And in the meantime, the Civitanavi Systems stock is aligning itself with the offer price on Piazza Affari: a tear for the shares (+13.3%) which are currently moving slightly below the 6.16 euro area.
All the details.
THE CHARACTERISTICS OF HONEYWLL'S OBTAINMENT TENDER FOR CIVITANAVI
In a note, Honeywell therefore announced that it will launch a voluntary public purchase offer to acquire all the shares comprising the capital of Civitanavi for a purchase price of 6.30 euros per share in cash (a net asset value of approximately 200 million euros at closing)
The purchase price that will be payable at the closing of the transaction represents a premium of approximately 27.1% compared to the weighted average trading price for the trades of Civitanavi shares that occurred in the 30-day period prior to March 26, 2024. Furthermore, Honeywell has obtained a commitment from Civitanavi's controlling shareholder , Civitanavi Systems Ltd (owned by Andrea Pizzarulli and Michael Perlmutter), which owns approximately 66% of the outstanding shares, to tender its shares to the public offering of purchase.
THE ADVISORS
UniCredit acted as financial advisor to Honeywell, while Bird & Bird acted as legal advisor. Rothschild & Co acted as advisor to Civitanavi.
CLOSING EXPECTED IN THE THIRD QUARTER OF 2024
Additionally, the transaction is not subject to any financing conditions and is expected to close in the third quarter of 2024, subject to customary closing conditions, including: receipt of required antitrust clearances, receipt of required regulatory approvals on foreign direct investments in Italy, the United Kingdom and Canada and the offer of at least 95% of Civitanavi's outstanding shares, specifies the Honeywell note.
THE STRATEGY OF THE US GIANT
Therefore the bidder's objective is "to support the future growth programs and strengthening of Civitanavi, aware of the quality of the managerial structure and the excellence of the technical know-how in the high tech systems for navigation and inertial stabilization" of the company.
“By integrating Civitanavi's inertial sensor and technologies into Honeywell's commercial, military, space and industrial platforms, our customers around the world will now have access to a more robust portfolio of aerospace navigation solutions to support their path to flight applications autonomous,” said Jim Currier, President and CEO of Honeywell Aerospace Technologies. “With this acquisition – he explained – we will be able to immediately expand our offering to customers in the European Union thanks to Civitanavi navigation solutions, a capability that we intend to further develop in the short term. We look forward to adding this critical technology to our portfolio to help accelerate the growth of our aerospace business. We are thrilled to welcome the talented team at Civitanavi as our new Honeywell Futureshapers,” added Currier.
Honeywell Aerospace products and services are found on virtually all commercial, defense and space aircraft. The Aerospace business unit builds aircraft engines, cockpit and cabin electronics, wireless connectivity systems, mechanical components and more. As MF recalls, “Honeywell is part of the Pantex Plant consortium that assembles nuclear bombs for the US arsenal. During World War II, the group developed the C-1 autopilot used on the Boeing B-29 Superfortress that dropped the two atomic warheads on Japan in 1945.”
WHAT CIVITANAVI SYSTEMS DOES
The Marche company was founded in June 2012 in Pedaso, in the province of Fermo, from the idea of Andrea Pizzarulli. Active in the sector of Inertial Navigation based on Fiber Optic Gyroscopes and MEMS, the company concentrates its activity in the research, design and production of inertial systems and sensors, applied to the most advanced national and international sectors of the civil and defense industry: from applications in the space, avionics, terrestrial and naval fields, to hydrographic and geological explorations.
THE OFFICES
In addition to the main headquarters in Pedaso – where the main development and production activities are located – there are offices in Rome (Ardea) and Naples (Casoria) and a Business Development Unit in the United Kingdom. The expansion into international markets took shape during 2023 through the subsidiary Civitanavi Systems UK LTD of the United Kingdom, dedicated to both commercial and design activities. Last September the company announced the opening of a new factory in the heart of the aerospace and defense sector in Filton, Bristol County, UK.
THE PROPERTY
The company is 66% controlled by Civitanavi Systems Ltd, in the hands of Andrea Pizzarulli and Michael Perlmutter and the rest of the share capital is floating (of which 5.09% is held by Athena Spa).
THE SUMMITS
The board of directors of Civitanavi Systems comprises: Andrea Pizzarulli (president and CEO), Michael Perlmutter, Thomas W. Jung, Mario Damiani, Tullio Rozzi, Laura Guazzoni and Maria Serena Chiucchi.
THE 2023 NUMBERS OF CIVITANAVI SYSTEMS
Civitanavi Systems ended 2023 with a net profit of 4.4 million, down from 7 million the previous year, on adjusted revenues up 33.7% to 46 million. Ebitda fell to 8.2 million, from the previous 9.1 million, due to the impact of non-recurring items starting from the effect on the income statement of the stock option plan of Civitanavi Systems Ltd. The adjusted ebitda was rose by 32% to 13.1 million, equal to a margin of 28.5%. The revenue and margin results are at the top of the guidance provided by the company, indicates a note from the Marche group.
Orders acquired amounted to 47.5 million, +15.8% on 2022. As of 31 December, net financial debt fell to 22.5 million (from 24.5 million). The board of directors proposed to distribute a dividend of 0.13 euros per share to shareholders, equal to a total amount of 4 million.
REVENUES BY BUSINESS LINES…
Last year the group recorded a solid performance in all business divisions, and consolidated its positioning in the Aerospace and Defense sector (82% of the total) and at the same time a constant presence in the Industrial division (17% of the total ). The growth path is confirmed by a notable development in the various sectors of its business both in the A&D division (+36%) as well as in the Industrial division (+25%), which in the previous year was in decline, indicates the note from Civitanavi.
AND BY GEOGRAPHICAL AREA
In Italy, revenues amounted to 5.3 million euros, up 22% compared to 4.4 million euros in 2022. The domestic market remains strategic, while maintaining the international one as a reference. In the EMEA area (excluding Italy), revenues stood at 33.2 million euros, showing sustained growth (+47%), compared to 22.6 million euros last year. The increase was driven by both the Aerospace and Defense and Industrial sectors.
The APAC market generated revenues of 4.2 million euros, substantially stable compared to the 4.3 million euros at 31 December 2022. The North American market recorded results of 1.2 million euros, down (- 35%), compared to 1.8 million
of Euros as of 31 December 2022. The trend is mainly attributable to the sharing of development costs of the product created for Honeywell. The further agreement with Honeywell signed last year "represents an important strategic growth opportunity, aimed at guaranteeing collaboration in the reference sector" according to Civatanavi.
Furthermore, the Civitanavi Systems Group "does not have commercial relations with the Russian Federation and Israel" highlights the note from the company led by Pizzarulli.
RECENT OPERATIONS
During 2023, the Marche company completed some operations.
Last September Civitanavi Systems signed a letter of intent with Hanwha Systems Co., a Korean company active in the design, development, production and sale of electro-optical systems for air, naval and land platforms. The collaboration aims to develop cutting-edge products that integrate Civitanavi's experience in GNSS and inertial navigation systems with HSC products.
THE PROVEN COLLABORATION OF CIVITANAVI WITH HONEYWELL
Finally, as already mentioned at the beginning, again in September 2023 the Marche company launched together with Honeywell a new inertial measurement system (IMU) for the international market in the industrial and defense sectors. The HG2800 family are tactical-grade, low-noise, high-performance, low-power inertial measurement systems designed for precision applications in short-duration stabilization and navigation solutions in industry and military aircraft among other applications.
“The HG2800 inertial measurement systems offer an advanced solution available today for a wide range of applications around the world – explained Matthew Picchetti, vice president and general manager Navigation & Sensors, Honeywell Aerospace – and the HG2801 is entirely manufactured in-house of the European Union, while the HG2802 falls into the IMU category not classified by Itar. Both offer superior accelerometer performance and capabilities for customers in the industrial, commercial and defense sectors.”
This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/economia/tutto-sullitaliana-civitanavi-comprata-dal-colosso-usa-della-difesa-honeywell/ on Wed, 27 Mar 2024 15:23:09 +0000.