NewPrinces Group signs a binding agreement for the acquisition of Carrefour Italia, going from ¤750[1] million to ¤6.9[2] billion in turnover in just one year

NewPrinces SpA (“ NewPrinces ” or the “ Company ”), a multinational company operating in the food sector, announces that it has signed with Carrefour Nederland BV and Carrefour SA (together “ Carrefour ”) a binding agreement (the “ Contract ”) for the acquisition of 100% of the share capital of Carrefour Italia SpA (the “ Target ” or “ Carrefour Italia ”) on the basis of an Enterprise Value of approximately 1 billion Euro (the “ Transaction ”).

The transaction, subject to customary regulatory approvals, is part of NewPrinces Group's broader strategic growth and vertical integration plan , aiming to strengthen its presence in the Italian market and accelerate the convergence between its industrial and distribution channels. With the acquisition of Carrefour Italia, NewPrinces becomes the second-largest Italian food group by revenue and the leading food operator in terms of employment, with 13,000 direct employees in Italy and more than 18,000 worldwide, in addition to an additional 11,000 people involved in ancillary activities provided by external companies.

The closing of the Transaction is expected by the end of the third quarter of 2025 , subject to regulatory approvals and the satisfaction of the conditions precedent set out in the Agreement.

Angelo Mastrolia, Chairman of NewPrinces Group, stated: "The acquisition of Carrefour Italia represents a key milestone in our Group's growth trajectory. It is the result of a strategy built with discipline, industrial vision, and unwavering commitment over time. With this transaction, we are taking a decisive step towards vertical integration between production and distribution, strengthening our ability to generate value along the entire supply chain.

We have chosen to invest decisively in a strategic asset for Italy, with the aim of relaunching a widespread network and maximizing synergies between retail and industry. Our goal is clear: to build a sustainable, solid, and long-term model capable of delivering tangible benefits to customers, employees, suppliers, and shareholders.

This achievement is the fruit of collective effort, of an entrepreneurial culture based on genuine commitment and responsibility. We are ready to inaugurate a new phase of development for NewPrinces Group, with deep roots and an ambitious vision for the future."

Strategic Rationale of the Operation

The acquisition of Carrefour Italia represents a key step in the strategic transformation of NewPrinces, historically active in industrial production in the food and beverage sector, towards an integrated model that combines production, distribution, and direct customer relationships.

Through this operation, NewPrinces will be able to:

1. access the final consumer directly , expanding its presence along the value chain;

2. optimize synergies between production and distribution , improving logistics efficiency and reducing operating costs;

3. enhance the Group's existing brand portfolio within the retail network;

4. develop new omnichannel platforms for the sale and delivery of fresh and packaged products;

5. strengthen its position in key European markets , starting from a solid and well-established infrastructure in Italy.

This integration will allow the Group to offer a coherent, sustainable, and quality-oriented offering, in line with emerging consumer trends and the needs of modern distribution.

Investment plan

As part of the Operation:

6. Carrefour will reinvest €237.5 million in Carrefour Italy as a one-off contribution to support its industrial relaunch and operational continuity;

7. NewPrinces commits to invest 200 million Euro at closing , earmarked for development initiatives, logistics innovation and brand renewal;

8. The total planned investments therefore amount to 437.5 million euros (the “ Investment Plan ”), aimed at enhancing and relaunching the network and strengthening competitiveness on the market.

A responsible and long-term oriented strategy

Carrefour has chosen to actively support the revitalization of the asset it sold , contributing a significant financial and strategic commitment to protect jobs, customers, and local stakeholders. This reinvestment represents a clear commitment to the future of the Italian network and a strong recognition of NewPrinces Group's industrial vision.

A unique industrial opportunity

NewPrinces Group considers the Transaction to be one of the most significant strategic operations in the European distribution landscape , thanks to the possibility of integrating logistics and production chains, as already successfully achieved by other major international players.

Carrefour Italia's network of over 1,000 stores , distributed throughout highly populated regions (Piedmont, Lombardy, Liguria, Emilia-Romagna, Lazio, and Tuscany), represents a strategically valuable commercial infrastructure and an ideal channel for expanding product offerings and building consumer loyalty.

The Investment Plan includes, among other things:

1. the progressive modernization of the points of sale ;

2. the relaunch of the GS brand in Italy with a renewed value and commercial positioning;

3. operational integration with the NewPrinces logistics platform – which includes over 600 refrigerated vehicles for the distribution of fresh products – and the strengthening of the home delivery and Ho.Re.Ca. channels.

Terms of Operation

Pursuant to the Agreement signed, at the closing date the Company will acquire 100% of the share capital of the Target.

The Enterprise Value (“ EV ”) of the Transaction is equal to €1 billion . Taking into account the items related to IFRS 16, other extraordinary adjustments of the same nature and the one-off contribution paid by Carrefour, the equity value is equal to €1 .

The Target had revenues of approximately €3.7 billion as of December 31, 2024, with an EBITDA of €115 million . The EV/EBITDA multiple of the Transaction is approximately 8.7x .

Despite the significant financial commitment, the Transaction will not have a significant impact on the Group's ND/EBITDA ratio , which, based on year-end forecasts, will continue to improve its cash generation and financial profile in the coming months, also thanks to the contribution of Carrefour Italia.

Following the completion of the acquisition, NewPrinces Group's combined consolidated revenues [3] will reach approximately €6.9 billion , confirming its position among the leading European operators in the integrated food & retail sector.

NewPrinces management expects the Company to exceed €7 billion in revenue by the end of 2026, increasing its financial flexibility and strengthening its growth profile.

NewPrinces was assisted by BonelliErede as legal advisor and by BNP Paribas as M&A and Transaction Advisor.