Orsero family believes deal will help business grow

Orsero family believes deal will help business grow

Italian fresh produce importer and distributor GF Group is to float on the stock market through a merger with Glenalta Food, an investment vehicle set up last year to make acquisitions in the sector.

GF Group will be listed on the AIM Italia exchange under a new name, Orsero. The Orsero family, which owns GF Group, will hold a stake of between 40% and 49% of Orsero, with the rest of the shares listed.

Glenalta Food was set up last year by former Ferrero executive Gino Lugli, private-equity veteran Luca Giacometti, M&A advisor Stefano Malagoli and business consultant Silvio Marenco. It was listed on the AIM Italia last autumn.

The transaction is subject to the sale by GF Group of non-core operations and fresh agreements with financial institutions, the companies said.

"Thanks to the combination with Glenalta and the resulting listing on AIM Italy, Orsero S.p.A. will have new resources and can open up its capital to more investors in order to pursue growth plans both through internal developments and acquisitions in the sector," a joint statement read.

The new entity is expected to be in place by the start of next year. GF Group CEO Paolo Prudenziati is set to be the chairman of Orsero's board, with management responsibilities.

Orsero will have two CEOs - GF Group chairman Raffaella Orsero and its CFO, Matteo Colombini. Glenalta's Lugi and Giacometti will sit on the Orsero board.

Ms Orsero said: "The transaction represents a significant moment in the life of this group. On one hand, the capital injected will allow [us] to accelerate the growth plan, through targeted investments. On the other, the opening of the capital market will give even more visibility to the group, which, for over 50 years, [has been] found in southern European markets."

Giacometti, the vice president of Glenalta, added: "We are particularly pleased to have contributed to the revival of one of the most important Italian companies in the import and distribution of fruit in the Mediterranean basin. GF Group operates in a growing market and we believe that in the medium and long term fruit represents a category of food that will benefit from consumer trends aimed at health. Orsero can count on a management team with international experience. We therefore believe our investors will obtain adequate satisfaction from their investment in Glenalta Food."

In 2015, GF Group reported revenues of EUR617m (US$684.6m), EBITDA of EUR27.5m and net profit of about EUR6.1m.

GF Group has endured a tumultuous period in recent years. Eighteen months ago, GF Group signed a new financing deal with its banks to restructure its debts, with reached as high as EUR171m in 2012, according to industry news portal Eurofruit.

Four months later, GF Group appointed a new board of directors, including a new CEO and CFO, in a bid to improve its performance. The move saw Ms Orsero step aside as chief executive.

The current CEO of GF Group, Prudenziati, a former Chiquita executive, took the role at the start of this year. Ms Orsero became chairman.

Last month, the company's board said four members of the Orsero family, including Ms Orsero, were being investigated over suspected fraud or misappropriation Italian public prosecutors were investigating allegations against the family members that centred on the leveraged buy-out of the company in 2008.

In a statement last month, the board said Ms Orsero "strongly rejects this charge, reaffirming the absolute correctness and lawfulness of the performed operation, noting, however, that, leaving aside the
validity of the hypothesis subject of the investigation, considering the amount of time that has passed, the above offence would in any case already have exceeded the statute of limitations as over eight years have passed from when the hypothetical acts were carried out".

The statement added: "This being said, the offences of fraud or misappropriation can in no way determine responsibility of any kind for GF Group s.p.a., since these are cases that are not present in the list of offences laid down in legislative decree 231/2001 regarding companies' so called para-criminal responsibility. Therefore, regardless of the significant time distance from these events and the considerable transformations that have occurred within the composition of the shareholders, the management and the Group's activities, the company is and would remain in any case totally outside the investigations."