MILAN — Now that Gemina SpA has acquired GFT, it is expected to move quickly to appoint top management at the financially troubled designer-label manufacturer. GFT has been without a chief executive since Clemente Signoroni resigned as managing director in June.

Ironically, Signoroni had come to GFT from Fiat, the giant industrial group that owns Gemina, an investment firm.

The deal, confirmed Thursday by Gemina, caps almost two years of tumultuous negotiations to rescue GFT, which produces and distributes such top names as Giorgio Armani, Calvin Klein, Claude Montana, Emanuel Ungaro and Valentino worldwide. According to sources, longer-term plans may include taking GFT public, but a Gemina spokeswoman here said it was premature to discuss a stock-market listing.

“We are happy that Gemina is a strong group financially. But we still have to discover what will be their long-term strategy for GFT,” said Carlo Valerio, managing director of Emanuel Ungaro, reached in Paris Thursday.

“We need to know what sort of organizational and managerial changes they intend to carry out. So far, we have had no contact with Gemina,” he added.

Jacqueline Montana, sister of Claude Montana and an executive in his fashion house, said, “This is the first time we have heard anything about Gemina. Claude is meeting two people from GFT tonight, so I’m sure we will find out more.”

Some observers here have criticized the deal for being purely financial, saying that Gemina brings with it no industrial strategy to continue GFT’s operational recovery. After several money-losing years, GFT is reportedly now operating in the black again.

Under the terms of the purchase, Gemina said it has agreed to pay GFT’s creditor banks dollar-for-dollar the full amount of the GFT warrants they converted earlier this year in a bridge-financing operation.

For the banks, the deal comes in the nick of time as the warrants expire at the end of the year, which means that the banks would have automatically become shareholders in GFT, new buyer or no new buyer.

Of the total $65 million (104.5 billion lire) in warrants, $6.25 million (10 billion lire) are held by Banca del Gottardo on behalf of GFT chairman Marco Rivetti.

It wasn’t immediately clear whether Rivetti, who is expected to stay on as chairman, will sell his stake to Gemina. But observers believe it is likely he will try to retain a minority share in the company, which was founded by his family. Rivetti could not be reached for comment.

As reported, Gemina beat out a last-minute bid by rival CVC Capital Partners. CVC claimed it had won majority approval from the banks early in the week, only to lose out to a revised offer from Gemina. Although CVC has threatened legal action, observers said the firm has little grounds on which to base a case.

“It’s one thing if the sale were an official auction, but it wasn’t,” said one source familiar with the negotiations. “And the Gemina bid is clearly the higher bid.”

A Gemina spokeswoman said more than 51 percent of the banks have already agreed to sell their warrants, but there is a chance that some of the banks might want to become shareholders in the designer-label manufacturer, which has shown signs of business recovery despite the turmoil caused by its turbulent search for a new owner.

Under the Gemina offer the banks have the option to remain on board as shareholders.

The spokeswoman said a final closing date hasn’t been established yet because it isn’t clear how many of the banks want to sell and how many want to remain, but sources familiar with the operation said a closing could realistically be expected early next year.

Sources also said Gemina is expected to immediately pay any banks that want to sell, after which it has asked for a 40-day period to conduct an audit of the company’s financial status, although terms of the offer aren’t expected to change. The audit period would presumably allow the remaining banks to reach a decision to stay or go.

At that point, Gemina and any of the banks that keep stakes would execute a $37.5 million (60 billion lire) capital increase for GFT.

In addition, Gemina has asked the banks that stay on to refinance GFT’s $271 million (434 billion lire) in debts in a “medium-term instrument with favorable market rates,” Gemina said.


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