“Leonardo Makes Waves: Fincantieri Takes Charge of Underwater Projects”
Leonardo disclosed today that it has completed the transfer of its Underwater Armaments & Systems (UAS) division to Fincantieri.
As per the binding agreement executed on May 9, 2024, at the point of completion, Leonardo received a sum of €287 million, founded on the fixed Enterprise Value segment of €300 million. The variable component, which may ascend to a maximum of €115 million, along with customary price adjustments, will be determined subsequent to the approval of UAS’s final fiscal outcomes for 2024. The cumulative maximum Enterprise Value totals €415 million.
Underwater Armament Solutions
Whitehead Alenia Sistemi Subacquei S.p.A., a long-standing 100% subsidiary of Leonardo, was founded as a firm concentrating on the development of underwater defense mechanisms, particularly torpedoes, countermeasures, and sonar systems. In early 2016, the company assimilated into Leonardo S.p.A., evolving into a strategic division, and was rebranded as “Underwater Armaments & Systems” (“UAS”). This division also includes a 50% interest in GEIE EuroTorp (formed with Naval Group and Thales), devoted to the engineering and advancement of the MU90 light torpedo and operates across two locations: Livorno and Pozzuoli. In 2023, the UAS division recorded revenues approximating €160 million and an EBITDA of €34 million.
Consultants
For this acquisition, Leonardo enlisted the expertise of Rothschild & Co as the financial consultant, with Studio Cappelli RCCD serving as the legal advisor, and PwC assisting in the development of the financial documentation for the business segment. UBS supported Leonardo’s Control and Risks Committee in evaluating the agreement, providing a fairness opinion regarding the economic terms of the contract.
Related Party Transaction
For Leonardo, the previously mentioned agreement, considering the relationship between Leonardo and Fincantieri (both organizations under the control of the Ministry of Economy and Finance), is classified as a Related Party Transaction of “less significance” under prevailing regulations and the Company’s policy. The transaction received endorsement from Leonardo’s Board of Directors following a well-founded and unanimous favorable, non-binding, opinion from the Control and Risks Committee, in its capacity regarding Related Party Transactions, affirming the Company’s interest in the deal.
