“Leonardo Seals the Deal: Underwater Ventures Handed to Fincantieri”

Leonardo revealed today that it has finalized the sale of its Underwater Armaments & Systems (UAS) division to Fincantieri.

According to the binding contract signed on May 9, 2024, at the time of closure, Leonardo obtained a payment of €287 million, based on the fixed Enterprise Value portion of €300 million. The variable segment, which could reach a maximum of €115 million, along with typical price adjustments, will be established following the endorsement of UAS’s final 2024 fiscal results. The total maximum Enterprise Value amounts to €415 million.

Underwater Armaments Systems

Whitehead Alenia Sistemi Subacquei S.p.A., a historic 100% subsidiary of Leonardo, was established as a firm specializing in the creation of submarine defense systems, particularly torpedoes, countermeasures, and sonars. In early 2016, the company integrated into Leonardo S.p.A., transforming into a business division, and was rebranded as “Underwater Armaments & Systems” (“UAS”). This division also encompasses a 50% stake in GEIE EuroTorp (formed with Naval Group and Thales), dedicated to the design and development of the MU90 light torpedo and operates from two sites: Livorno and Pozzuoli. In 2023, the UAS division generated revenues of around €160 million and an EBITDA of €34 million.

Advisors

For this transaction, Leonardo received guidance from Rothschild & Co as the financial advisor, from Studio Cappelli RCCD as the legal advisor, and from PwC in the preparation of the financial documentation of the business segment. UBS assisted Leonardo’s Control and Risks Committee in assessing the transaction, providing a fairness opinion on the economic conditions of the deal.

Related Party Transaction

For Leonardo, the aforementioned transaction, considering the correlation between Leonardo and Fincantieri (both entities controlled by the Ministry of Economy and Finance), qualifies as a Related Party Transaction of “lesser importance” under existing regulations and the Company’s policy. The transaction received approval from Leonardo’s Board of Directors following a well-reasoned and unanimous favorable, non-binding, opinion from the Control and Risks Committee, in its role regarding Related Party Transactions, affirming the Company’s interest in the transaction.