Amica : Delayed disclosure of the inside information regarding the Issuer’s conditional offer to acquire a business line in Spain

Delayed disclosure of the inside information regarding the Issuer's conditional offer to acquire a business line in Spain

Legal basis:
Article 17 paragraph 1 in connection with Article 17 paragraph 4 of the Market Abuse Regulation

The Management Board of Amica S.A. ('Amica'), acting pursuant to Article 17 paragraph in connection with Article 17 paragraph 4 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (hereinafter referred to as MAR), hereby discloses confidential information whose publication was delayed pursuant to Article 17 paragraph 4 of MAR.

On 30 November 2017, Amica submitted an offer (under conditions precedent) for the acquisition from Edesa Industrial S.L. (in bankruptcy) with its registered office in San Sebastian, Spain ('Edesa'), of a business line dealing in the sale of large household appliances (ovens, free-standing cookers, hobs, hoods, microwave ovens, refrigerators, freezers, washing machines, dryers and dishwashers, hereinafter referred to as 'household appliances') under the Fagor brand in Spain, Portugal, France, Poland, Russia, Lithuania, Belarus, Ukraine, Slovakia, the Czech Republic and Germany (hereinafter referred to as 'Markets' and 'Business Line') for the price of EUR 3 million. The potential acquisition ('Transaction') will be effected by Amica's subsidiary in Spain ('Subsidiary').

The Business Line includes the right to sell household appliances under the Fagor brand on the Markets and the right to incorporate the Fagor name in the Subsidiary's name after the Transaction. The Business Line does not have any liabilities (apart from service obligations related to Fagor household appliances on the Markets arising before closing of the Transaction), any production assets or any net working capital components belonging to Edesa.

The closing of the Transaction depends on a number of conditions precedent, including due diligence outcome being satisfactory to Amica, repayment of Edesa's liabilities to Sareteknika (service provider) as well as obtaining the consent of the court in charge of Edesa's bankruptcy proceedings and Edesa's creditors, including Fagor S. COOP (petition for bankruptcy was filed by Edesa with the court in San Sebastian on 27 October 2017).

Additionally, the Subsidiary is to receive the right to sell household appliances under the Edesa brand on the markets of Spain and Portugal for the price of EUR 2 million (the total price of the Transaction will amount to EUR 5 million). Amica intends to finance the Transaction using own funds and debt financing. The offer is valid until 28 February 2018 (with the option to extend the timeframe).

The Transaction will be a step towards the implementation of the HIT2023 Strategy by a significant growth in revenue on the strategic markets of the Iberian Peninsula and the potential to increase margins by boosting the share of products in sales and improving the productivity of the factory in Wronki.

Amica's final decision regarding the involvement in the Transaction will take place after analysing the due diligence outcome and after determining the final arrangements made in Edesa's bankruptcy proceedings. In the event of a positive decision, Amica will specify the level of involvement in the Transaction and will present the final (remaining) terms of the Transaction (which will be announced in a separate current report).

The delay in publishing the aforementioned confidential information is justified by the fact that its publication at the time of the offer placement could violate the legitimate interest of Amica in connection with the negotiations conducted by Amica, and in particular adversely affect these negotiations, bearing in mind that Amica has undertaken towards Edesa to maintain confidentiality of this information. In addition, the delay in publishing the above confidential information will not deceive public opinion, and Amica has ensured that the confidentiality of the aforementioned confidential information would be maintained until publication of this information (in particular, publication of the information on the offer by Edesa or the court in Spain).

*****