(Teleborsa) – Il price with which Tinextaa company listed on Euronext STAR Milan and active in Digital Trust, Cybersecurity and Innovation & Marketing services, has decided to exercise thecall option on 40% of the capital Of Defense Techa group listed on Euronext Growth Milan and active in the cyber security and data intelligence sector, does not have amazed only the market (the Defense Tech stock lost 14% on Friday) but also the analysts.
The exercise price of the call has in fact been set at 2.44 euros per shareequal to 24.9 million euros for the 40.09% share, with one 38% discount compared to the closing price on June 20th. Furthermore, it should not be forgotten that the price paid for the first 20% of Defense Tech acquired by Tinexta in April 2023 was equal to 4.9 euros per share.
The analysts of Equity they point out that the exercise price of the call was calculated using a 2023 Adj. EBITDA for a multiple of 12x, in addition to the pro quota Adj. NFP. The 2023 Adj. EBITDA used is 5.6 million euros, significantly lower than the 9 million euros indicated by Defense Tech in its FY23 balance sheet. The difference is due to an agreement with the selling partners to exclude “extra-capex” from the calculation of the Adjusted EBITDA. “In our opinion, the calculation of these elements is unclear, also considering that there was no previous communication that suggested a method of calculating the adj. EBITDA. different from that published in Defense Tech’s financial statements”, we read in a note. Similarly, the NFP used to calculate the price was calculated at -4.9 million euros, worse than +0.1 million euros of PFN published in Defense Tech’s FY23 financial statements.
“The call price indicated by Tinexta for the acquisition of control of Defense Tech is significantly distant from the price calculated using the adjusted EBITDA and NFP reported by Defense Tech (€4.2ps), and from our target price (€4.9ps Furthermore, the market was not aware of the adjustments contractualized in the call. We hope for rapid information on the price of the tender offer. In our opinion, it is It is essential that the price of the tender offer takes the fundamental value into consideration of the company”, comments Equita.
Kepler Cheuvreux notes that Defense Tech’s EV is estimated by Tinexta at around €67 million, while it would have been €108 million according to certified data at 12x EV/adjusted EBITDA. With an EV of 67 million euros it would be 7.5 times the audited adjusted EBITDA of 2023. As a result, the implied total consideration for the stake is 25 million euros according to Tinexta prices, while according to audited data it would have been 43 million euros. This implies a price of 2.44 euros per share against 4.23 euros per share.
However, considering the 20% acquisition made last year (117 million euros of EV at 16 times 2022 EBITDA at 4.9 euros per share), themixed enterprise value of 100% is 9.9 times the EV/EBITDA, notes Kepler Cheuvreux, according to here this value is overall in line with the 2023 EV/EBITDA he sees in cybersecurity players.
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