Official: Sanlorenzo buys Swan for 81 million.Full details

It’s done.
After a long (and painful, dockside rumors say) negotiation, Italian megayacht shipyard Sanlorenzo has bought 100 percent of Nautor Swan.

Sanlorenzo buys Swan

Sanlorenzo and Sawa Holding, which controls Nautor Swan, have signed a binding contract for the transaction: acquisition cost 80.9 million euros.
A first 60% tranche (48.5 million) will be paid immediately, the remaining 40% by April 2028: two-thirds will be paid in “cash,” the remaining third in shares. Upon acquisition, the Nautor Swan Group will be led by Massimo Perotti (Sanlorenzo Group’s majority shareholder), as CEO, and Giovanni Pomati, as co-CEO.
Leonardo Ferragamo will retain the position of chairman of Nautor Swan.
Mission accomplished for Cavalier Perotti, who after trying to enter the world of sailboats with the iconic Italian brand Perini Navi, has succeeded with one of the most prestigious sailboat shipyards in the world, Nautor Swan, which to date is mainly active in the design, construction, marketing and refit of high-luxury sailboats under the Swan, Maxi Swan and ClubSwan brands, as well as motorboats under the Shadow and Arrow brands.

Sanlorenzo – Swan what happens now

Expect big changes because Perotti and Leonardo Ferragamo, who will retain the position of Nautor Swan president, are two volcanic entrepreneurs who have always shown great resourcefulness and ability.
Two brands, Sanlorenzo and Swan, linked by their build quality and attention to design, including interiors.
Not surprisingly, they were among the first to “borrow” interior designers from outside the nautical world (this is the case with Patricia Urquiola for Sanlorenzo’s yachts, and Misa Poggi for the Swan). Perotti had already revealed some background, telling that the operation would allow Sanlorenzo to extend its presence in the high-end yachting segment, and so we should expect even larger Swans, in the 40-meter range, in metal rather than fiberglass: boats with the comfort and size of a Perini, but with sailing performance typical of the Swan world.
The strategy is to create a unique sailing and motor boat hub within the international nautical scene.
For Ferragamo, on the other hand, that with Sanlorenzo is a strategic alliance, an opportunity to make joint investments in innovative technologies and sustainability, as well as an even more extensive worldwide service network.

Production?
In Finland but.

The operation, therefore, will result-and this is of particular interest to Swan-in an efficiency in production: building boats in Pietarsaari (the headquarters of Ferragamo’s shipyard), Finland, has higher costs and longer lead times, despite the substantial investments made in recent years by the shipyard toward rationalization.
It remains to be seen, then, whether Swan’s production facility will remain in Finland (as it would seem: there are agreements with the Finnish state) but, more importantly, where the new larger boats will be built.
We’re betting that “normal” production will remain in Finland, while Swan’s sailing megayachts of the Sanlorenzo era will be Made in Italy, since Perotti’s shipyard has an efficient production base located between Liguria and Tuscany (the shipyard’s main office is located in Ameglia-La Spezia. A second division is based in Viareggio, a third division is based in Massa, while superyacht production takes place in the La Spezia facility).
Will we soon see a 2oo-foot Nautor Swan built in Italy? Perhaps. Either way, a behemoth has been born that will position itself even closer to the two entities vying for global revenue leadership in boating, Azimut and Ferretti Group.

Sanlorenzo buys Nautor Swan, details

Here are all the details of the deal and statements from Perotti and Ferragamo in the official statement:

Sanlorenzo S.p.A. (“Sanlorenzo“) and Sawa S.r.l. (“Sawa“), a subsidiary of Leonardo Ferragamo, announce that they have entered into a Binding Agreement (the “Agreement“) providing for the sale by Sawa and purchase by Sanlorenzo of 100% of Nautor Swan S.r.l. and indirectly of its investees included in the scope of the acquisition (the “Nautor SwanGroup “), which includes 13 companies located in 7 countries (Finland, Italy, Spain, Principality of Monaco, United Kingdom, United States and Australia).

Economic terms

Sanlorenzo agrees to buy 100 percent of the shares of Nautor Swan Group from Sawa, which agrees to sell, in two tranches:

• 60 percent of the shares at the First Closing, expected in the short term, amounting to the amount of €48.5 million, equivalent to the pro-rata share of an agreed Equity Value of €80.9 million (“Equity Value First Closing“), determined on the basis of an Enterprise Value (“EV“) of €90.0 million and an Adjusted NFP as of December 31, 2023 of €9.1 million.
• 40% of the units at the Second Closing, by April 30, 2028 (based on FY2027 financials), valued at the higher of the First Closing Equity Value and the Equity valuation resulting from the application of the 9x EV/EBITDA multiple.

Methods of payment

For each Closing, the parties have agreed to pay the price 2/3 in cash and 1/3 in shares through Capital Increase with the exclusion of the option right reserved for Sawa, unless technical difficulties arise that prevent its timely execution.
The issue price of Sanlorenzo shares is valued at the arithmetic average of the closing prices of the stock market in the 30 calendar days prior to the Reference Closing.

The Contract is subject to conditions precedent in favor of Sanlorenzo for Sawa’s fulfillments expected between the signing of the Contract and the First Closing.

Post acquisition, the Nautor Swan Group will be led by Massimo Perotti, as CEO, and Giovanni Pomati, as co-CEO.
Leonardo Ferragamo will retain the position of chairman of Nautor Swan.

Massimo Perotti, President and CEO of Sanlorenzo: “The signing of this agreement represents the achievement of another milestone in our strategy.
We have elaborated in recent months a solid industrial plan, in terms of product development and grounding the many synergies in technology, production, sales, as well as economies of scale, in collaboration with Leonardo Ferragamo and Nautor Swan’s management, which have transformed the shipyard and its boats into a globally iconic brand.

We are talking about an ultra-exclusive niche brand whose philosophy is perfectly consistent with that of Sanlorenzo.
Swan’s heritage is recognized worldwide for its key elements: elegance, quality, performance combined with solidity thanks to advanced construction techniques, innovation and unparalleled “seaworthiness.”
Just like Sanlorenzo, it is important to develop this heritage, always preserving the tradition and exclusivity of the brand, while respecting the expertise and experience gained over the years by Nautor Swan.

PWe will continue on the “Road to 2030” with an “extra gear”: we are the pioneers of sustainable yachting, at the forefront of applied research of carbon neutral technologies based on the use of green hydrogen and methanol; in synergy with Swan sailboats, which are already sustainable in themselves, we will create a new market segment that does not exist today. The union of the Sanlorenzo and Nautor Swan brands-each with its own exclusive, limited offerings aimed at its own club of connoisseurs, not overlapping each other-will create a unique nautical hub.
The best of motor and sailing yachting “.

Leonardo Ferragamo, President of Nautor Swan: “Over the past 26 years, together with many wonderful collaborators, we have dedicated ourselves to developing and transforming this already famous and iconic shipyard into an international brand recognized for quality, elegance and reliability, typical elements at the heart of Nautor Swan.
This includes four different lines of yachts, global service and dedicated sports management, as well as the creation of ClubSwan, the yacht club that brings together our owners and many sailors who are admirers of the values that Swan has always promoted.

Today my goal is to steer this brand so loved and respected throughout the world towards perpetuity, entrusting it to one of the most important nautical groups in the world, led by Massimo Perotti, one of the brightest entrepreneurs in the industry, so that it can reach the many and high potentials that we have built with passion and dedication over the years.
Maintaining a significant minority stake, will also allow me, to continue to transfer that culture, knowledge and experience gained over the years, for the benefit of the many people who work in the company and the 2,300 plus Swan owners around the world and many others who dream of being part of it.”

The law firm Musumeci, Altara, Desana and Associates assisted Sanlorenzo with the legal aspects of the transaction and the negotiation of related contracts.
Sanlorenzo was also assisted by Mediobanca as Financial Advisor to the transaction, Deloitte for financial due diligence aspects, Andersen Italia for tax aspects, and Dr. Riccardo Cima for industrial aspects.

The law firm Visconti & Associati assisted Sawa in handling all legal aspects of the transaction and negotiating related contracts.
Sawa was also assisted by CC & Associates as Financial Advisor to the transaction and by Heritage Holdings as Strategic Advisor.