RB 7/2011 Share Purchase Agreement – Restauravia
10-02-2011

The Management Board of AmRest Holdings SE (“AmRest”) announces the signing of a SHARE AGREEMENT FOR SALE AND PURCHASE AND EXCHANGE OF SHARES (“SPA”), dated 10 February 2011, between AmRest (“Buyer”) and Corpfin Capital Fund III, F.C.R., Corpfin Capital S.A., S.C.R., Corpfin Capital Fund III, SBP, F.C.R., Delta Spain S.A.R.L., SICAR (“Corpfin Shareholders”) and Ms. María Elena Pato-Castel Tadeo, Mr. David Gorgues Carnicé, Kenvest Restoration S.L. and Ebitda Consulting S.L. (“Management”). Corpfin Shareholders and Management are jointly referred to as “Sellers”.  AmRest will acquire effectively 76.3% of Restauravia Grupo Empresarial S.L shares with the remaining 23.7% comprised of rolled over equity from the Company’s management. 
Sellers own 100% of Restauravia Grupo Empresarial S.L. (“Restauravia” or “Company”), a Spanish limited liability company. Restauravia owns 100% of Restauravia Food S.L.U. (referred as “KFC Branch”), a Spanish limited liability company and Pastificio Service S.L.U. (referred as “Pastificio Branch”), a Spanish limited liability company. Restauravia operates a total of 130 restaurants in Spain comprised of 30 KFC restaurants and 89 La Tagliatella (including 73 franchised restaurants), 6 Il Pastificcio and 5 Trastevere restaurants (jointly referred to as “Tagliatella” restaurants). Restauravia is the owner of Tagliatella brand. The Company generated approx. EUR 100 million in sales in FY 2010, and normalized EBITDA of EUR 23.9 million.
Both Parties agreed to close the transaction on or before April 29, 2011 (“Closing Date”). The Enterprise Value of Restauravia business is EUR 198 million. It is expected that the acquisition will be financed by AmRest’s equity investment of approx. EUR 90 million, EUR 28 million of equity rolled over by Management and external bank debt. 
The projected net debt of Restauravia as at the Closing Date is estimated at EUR 32 million. Within 30 days after the Closing Date, an independent auditor will issue a report on the Effective Net Debt at Closing Date. In case of any discrepancies, the price will be adjusted accordingly.   
AmRest will have the right (“the Call Option”) to purchase any or all of the shares of the Minority Shareholders. The Call Option is exercisable after 3 years and before 6 years has elapsed from Closing on May 1st and December 1st of each year within that window. Accordingly, Minority Shareholders will have the right (“the Put Option”) to sell any or all of their shares. The Put Option is exercisable after 3 years and before 6 years has elapsed from the Closing. The exercise price of both Put and Call options will be equal and will be based on multiple of 8.2 times EBITDA for the trailing twelve months period adjusted for the Net Debt as at the exercise date of the option.
With the acquisition of Restauravia, AmRest will own La Tagliatella brand which has tremendous growth potential in Spain and other international markets. In addition, AmRest will become the largest KFC franchisee in the market.
Restauravia management team brings over 175 years combined experience in the restaurant industry.  This talented team will be a valuable addition to AmRest’s and will play an important role in realizing the Company’s growth strategy of doubling the number of Spanish restaurants within the next five years in Spain. The international expansion of the La Tagliatella brand represents a potential additional upside to the existing business plan. Overall, the addition of Restauravia is expected to be immediately accretive to AmRest’s margins and will generate added value for its shareholders.
Legal act:Par. 56 sec. 1 point 2 of the Act on Public Offering dated 29 July 2005

Add widget
This widget is already in use...
Newsletter. Stay Informed.
This widget is already in use...
Number of restaurants AmRest network:
0
0
0
This widget is already in use...
Invest in AmRest:
Price of shares: dsdsdsd
This widget is already in use...
EBITDA 2018 Q4
49 321K EUR
This widget is already in use...
AmRest Stand-alone Semiannual Report 2019
This widget is already in use...
Capital Markets Day
This widget is already in use...

20.09.2019

Capital Markets Day
This widget is already in use...
Download AmRest Fact Sheet Download
This widget is already in use...
This widget is already in use...
This widget is already in use...
Upcoming events See the calendar
  1. You can choose widgets and their location by dragg and drop them to this area.

    You can place three widgets here, from which you plan to use most often.

    Next tip
  2. You can choose widgets and their location by dragg and drop them to this area.

    Here you can put up three more widgets.

    Next tip
  3. Click the button below to see what widgets have prepared for you.

    Drag the widget you are interested to one of the previously mentioned areas (under the side menu or at the bottom of the site).

    We wish you a pleasant use of the site!

    Close tips