Sanlorenzo acquires the Nautor Swan Group

The news is shaking the world of yachting: Sanlorenzo will acquire 100% of the Nautor Swan Group from Sawa. The announcement was made yesterday and represents a significant acquisition for the sector. Specifically, Sanlorenzo S.p.A. and Sawa S.r.l., a company controlled by Leonardo Ferragamo, have signed a binding agreement for the sale of 100% of Nautor Swan S.r.l. and, indirectly, its subsidiaries included in the acquisition scope. This includes 13 companies located in 7 countries (Finland, Italy, Spain, Monaco, the United Kingdom, the United States, and Australia).

As is well known among industry professionals, Sanlorenzo is a historic and globally leading company in the luxury yachting sector, producing custom-made yachts and superyachts tailored to each client, characterized by distinctive and timeless design. The company was founded in 1958 in Tuscany and is currently headquartered in Ameglia, Liguria. The Nautor Swan Group, based in Finland and founded in 1966, is primarily involved in the design, construction, marketing, and refit of high-luxury sailing vessels under the brands Swan, Maxi Swan, and ClubSwan, as well as motor yachts under the brands Shadow and Arrow. With the acquisition of Nautor Swan, Sanlorenzo will expand its range of offerings in the marine sector, positioning itself as one of the most competitive players in the market.

The economic terms of the agreement

Sanlorenzo has committed to acquiring 100% of the shares of the Nautor Swan Group from Sawa in two tranches:

• 60% of the shares at the first closing, which is expected in the near term, amounting to €48.5 million. This is equivalent to the pro-rata of an equity value agreed upon at €80.9 million, determined based on an enterprise value of €90 million and a net financial position (PFN) adjusted as of December 31, 2023, of €9.1 million.

• 40% of the shares at the second closing, scheduled by April 30, 2028 (based on the financial data for the year 2027), valued at the higher of the equity value from the first closing or the equity valuation derived from applying a 9x EV/EBITDA multiple.

For each closing, the parties have agreed that the payment will be made two-thirds in cash and one-third in shares through a capital increase, with Sawa waiving the right of option, unless technical difficulties arise that prevent timely execution. The issuance price of Sanlorenzo shares will be valued at the arithmetic average of the closing market prices over the 30 calendar days preceding the relevant closing date.

Who will lead Nautor Swan at Sanlorenzo?

Once the acquisition is complete, the Nautor Swan Group will be led by Massimo Perotti as CEO and Giovanni Pomati as co-CEO. Leonardo Ferragamo of Sawa will remain as Chairman of Nautor Swan.

Massimo Perotti, Chairman and CEO of Sanlorenzo, commented: “The signing of this agreement marks a significant milestone in our strategy. Over the past months, we have developed a robust industrial plan in terms of product development and harnessing numerous synergies in technology, production, and commercial aspects, as well as economies of scale, in collaboration with Leonardo Ferragamo and the management of Nautor Swan. They have transformed the yard and its boats into a globally iconic brand. We are dealing with an ultra-exclusive niche brand whose philosophy perfectly aligns with that of Sanlorenzo. The Swan heritage is recognized worldwide for its key elements: elegance, quality, performance combined with solidity thanks to advanced construction techniques, innovation, and unparalleled seaworthiness. Like Sanlorenzo, it is important to develop this heritage while preserving the tradition and exclusivity of the brand, respecting the expertise and experience accumulated by Nautor Swan over the years. We will continue on the ‘Road to 2030’ with an added ‘gear’: we are pioneers in sustainable yachting, at the forefront of applied research into carbon-neutral technologies based on the use of green hydrogen and methanol. In synergy with the already sustainable Swan sailing boats, we will create a new market segment that does not currently exist. The union of the Sanlorenzo and Nautor Swan brands—each with its own exclusive and limited offering, targeted at its own club of connoisseurs, without overlapping—will create a unique global hub in the nautical world. The best of both motor and sailing yachting”.

Leonardo Ferragamo, Chairman of Nautor Swan, adds: “Over the past 26 years, together with many wonderful collaborators, we have dedicated ourselves to developing and transforming this already famous and iconic yard into an international brand recognized for quality, elegance, and reliability—elements at the heart of Nautor Swan. This includes four different lines of yachts, global service support, and dedicated sports management, in addition to the creation of ClubSwan, the yacht club that brings together our owners and many sailors who appreciate the values that Swan has always promoted. Today, my goal is to ensure the perpetuity of this beloved and respected brand worldwide, entrusting it to one of the most important nautical groups in the world, led by Massimo Perotti, one of the most brilliant entrepreneurs in the sector, so that it can reach the many high potentials that we have built with passion and dedication over the years. Maintaining a significant minority stake will also allow me to continue transferring the culture, knowledge, and experience accumulated over the years, benefiting the many people working in the company and the more than 2,300 Swan owners around the world, as well as those who dream of joining them”.

The law firm Musumeci, Altara, Desana & Associati advised Sanlorenzo on the legal aspects of the transaction and the negotiation of the relevant contracts. Sanlorenzo was also assisted by Mediobanca in the role of financial advisor for the transaction, by Deloitte for financial due diligence, by Andersen Italia for tax matters, and by Riccardo Cima for industrial aspects. The law firm Visconti & Associati advised Sawa on all legal aspects of the transaction and the negotiation of the relevant contracts. Sawa was also assisted by CC & Soci in the role of financial advisor for the transaction and by Heritage Holdings in the role of strategic advisor.