FT SYSTEM ACQUIRES PEN-TEC AND TECNEL
The Antares Vision Group’s strategic program of technological empowerment, sector diversification and broadening of markets continues
Travagliato (Brescia), 4 March 2021 – Today agreement was completed for the complete takeover of Pen-Tec S.r.l. (“Pen-Tec”) and Tecnel S.r.l. (“Tecnel”) by FT System S.r.l. (“FT System”), the wholly owned subsidiary of Antares Vision.
The acquisition of Pen-Tec and Tecnel enables FT System to further consolidate its technological scalability, intensify its control over the whole inspection process and expand its portfolio of commercial solutions, increasing its specialisation in the food and beverage packaging sector and integrating state of the art and technological replicability into the Group’s other products and services.
Fabio Forestelli, CEO FT System: “Thanks to today’s strategic operations we will further reinforce our offer of inspection, tracing and smart data technologies. In terms of know-how, experience and customers in the food sector, we are taking on two strongly synergic companies, with their constant search for the best in technological innovation as applicable to Industry 4.0. This enables us to consolidate our market position in the segment of quality control in the food sector, at the same time guaranteeing all our customers completeness and scalability, in terms of both the sector and the product, over the whole range of Antares Vision solutions.”
Founded by Roberto Allegri in the 1980s, Tecnel specialises in creating custom electronics for packaging and filling systems, the manufacture of fully-customised hardware and software, as a valid alternative to traditional technologies which are bound to some operating systems, such as PC and PLC. Innovation, compactness, reliability and versatility underpin the solutions offered and make the company the ideal partner in the digital revolution era.
The goal of Pen-Tec, which was set up in 2001 by the same founder as Tecnel, is to expand the know-how and experience it has acquired in the electronics segment into the sector of control and inspection instruments. The company designs checkweighers, X-ray inspection machines – integrating them also into metal detectors, belt weighers and combined belts, equipped with touch-screen panels and self-calibration software. These can guarantee the maximum level of safety and performance that can be obtained from quality control equipment included in the most modern production lines in a range of industrial sectors, such as chemicals, food and beverage, pharmaceuticals, cosmetics and nutraceuticals. The manufacture of devices is achieved with refined, high-performance mechanics combined with innovative electronics, which represents a revolution for the sector. The company has also developed a system to collect and process data which makes it possible to automatically manage in a tailored way the batch-end data produced by the checkweighers, as well as the images of contaminated products detected by the X-ray systems. The package of solutions developed by Pen-Tec is conceived to guarantee at the same time production savings, performance improvement and brand protection. The solutions proposed by Pen-tec are accompanied by technical and technological training for the in-house team on the use and deployment of the instruments, in order to optimise processes and analyse and incorporate regulatory requirements. In addition, the company offers its customers a series of specialist services, including testing, by recreating the working conditions of the plant, and complete analysis of the instrument calibration reports, as well as the efficacy of the expulsion systems and alarms.
In 2020 Pen-Tec and Tecnel recorded total revenues of 4.8 million euro. The purchase agreement was signed today by FT System and, for Pen-Tec, by the sole shareholder Roberto Allegri, while for Tecnel, it was signed by Roberto Allegri (shareholder), Davide Allegri (shareholder and beneficiary) and Anna Maria Trombini (beneficiary).
Today the sale was also completed of 100% of the shares covered by this contract. This was paid in full in cash. The sale agreement for the shares envisages an upwards or downwards price adjustment depending on whether particular and set turnover goals for 2021 are not met or, on the contrary, are exceeded.
The financial resources to conclude the operation were made available to FT System by Antares Vision, through an infra-group loan. This financing is considered as dealings with a related party for Antares Vision pursuant to the Procedure for Dealings with Related Parties adopted by the latter (since FT System’s share capital is wholly owned by Antares Vision). In reference to the same, the exemption as set out in article 3(e) of the aforementioned Procedure has been applied since there are no significant interests held by other related parties of Antares Vision in its subsidiary FT System.
In order to guarantee stability and continuity in managing the companies following the takeover, Roberto Allegri will continue to work at the companies as director until the approval of the financial statements for the year ended 31 December 2025, signing to this end specific management agreements.
FT System was assisted in the takeover by Orsingher Ortu (Legal Advisor and Legal Due Diligence), Studio Marchese (Tax Due Diligence), New Deal Advisor (Financial Due Diligence). Tecnel and Pen-Tec were assisted by Scouting Capital Advisors (Corporate Finance), PwC TLS (Legal) and Studio Cacciani Rinaldi e Associati (Fiscal).
The operations are not significant pursuant to art. 12 of the AIM Regulation for Issuers, since none of the applicable significance indicators exceeds 25%.