FERRARI PARTICIPATED AS A PURCHASER IN EXOR’S ACCELERATED BOOKBUILD OFFERING

Rhea-AI Summary

Ferrari (NYSE/EXM: RACE) has announced its participation in Exor N.V.'s accelerated bookbuild offering on February 26, 2025. The company will repurchase 666,666 common shares for a total of €300 million, using cash on hand.

This transaction represents the seventh tranche of Ferrari's multi-year share buyback program of approximately €2.0 billion, which was announced during their 2022 Capital Markets Day. The purchase falls within the share buyback mandate approved at the April 17, 2024 Annual General Meeting, which authorized buying up to 10% of company's common shares over eighteen months.

The transaction is expected to settle on March 3, 2025. Ferrari will continue executing the program in alignment with its Industrial Free Cash Flow generation.

Positive

• €300M share buyback demonstrates strong cash position
• Continued execution of €2.0B buyback program shows financial strength
• Using cash on hand indicates healthy liquidity

Negative

• Significant cash outflow of €300M reduces available capital

Insights

Financial Analyst

Ferrari has announced participation in Exor N.V.'s accelerated bookbuild offering, repurchasing 666,666 common shares for €300 million. This transaction represents the seventh tranche of Ferrari's €2 billion multi-year share buyback program announced during their 2022 Capital Markets Day.

This transaction is particularly notable as Ferrari is purchasing shares directly from Exor (the Agnelli family holding company and Ferrari's largest shareholder) rather than from the open market. While the specific price per share wasn't disclosed, the company indicated it paid the same price determined in Exor's bookbuild offering, suggesting an institutional pricing mechanism rather than a negotiated premium or discount.

By acquiring shares from Exor rather than the open market, Ferrari accomplishes several objectives simultaneously: advancing its buyback program without creating additional market pressure on the stock, maintaining a relationship with its principal shareholder, and potentially offering liquidity to Exor at a scale difficult to achieve through ordinary market transactions.

The transaction's €300 million value represents a significant deployment of Ferrari's cash reserves, which stood at approximately €1.2 billion at the end of Q4 2023. This continued commitment to share repurchases, despite global economic uncertainties, signals management's confidence in Ferrari's financial strength and future cash generation capabilities.

For investors, this buyback should provide modest EPS accretion while demonstrating Ferrari's disciplined approach to capital allocation. The company has effectively balanced shareholder returns with investments in product development and manufacturing capacity, maintaining its status as one of the automotive industry's highest-margin producers.

Maranello (Italy), February 27, 2025 – Ferrari N.V. (NYSE/EXM: RACE) (“Ferrari” or the “Company”) announces that, following the accelerated bookbuild offering made by Exor N.V. (“Exor”) on February 26, 2025, the Company has participated in the offering by agreeing to repurchase 666,666 common shares for a total consideration of Euro 300 million, at the same price per share determined by the offering (the “Transaction”). The Transaction is being financed by Ferrari’s cash on hand. 

The Transaction represents the seventh tranche of the multi-year share buyback program of approximately Euro 2.0 billion announced during our 2022 Capital Markets Day (the “Program”) and it falls within the limitations of the share buyback mandate approved at the April 17, 2024 Annual General Meeting of Shareholders, duly communicated to the market, which authorized the purchase of up to 10% of the Company’s common shares during the eighteen-month period following such Shareholders’ Meeting.

The Transaction is expected to settle on March 3, 2025.

Following the Transaction, the Company will continue to execute the Program consistently with the progress of its Industrial Free Cash Flow generation.

A comprehensive overview of the transactions carried out under the buyback program is available on Ferrari’s corporate website under the Buyback Programs section (https://www.ferrari.com/en[1]EN/corporate/buyback-programs).

A registration statement on Form F-3 (including a prospectus) relating to the offering of Ferrari’s common shares by Exor has been filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 26, 2025. Copies of the prospectus can be accessed for free through the SEC’s website at www.sec.gov. Alternatively, copies may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316, or by email at Prospectus-ny@ny.email.gs.com. 
This press release contains information that qualifies, or may qualify, as inside information as defined in article 7(1) of Regulation (EU) 596/2014 of 16 April 2014 (the Market Abuse Regulation).
This notice does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where such offer or solicitation would be unlawful. 
You should not reply to this announcement.  Any reply e-mail communication, including those you generate by using the “Reply” function on your email software, will be ignored or rejected. 
This communication is addressed in any member state of the European Economic Area only to those persons who are qualified investors in such member state (“Qualified Investors”) within the meaning of Regulation (EU) 2017/1129 and such other persons as this announcement may be addressed on legal grounds, and no person that is not a Qualified Investor may act or rely on this announcement or any of its contents. 
This communication is directed only at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to, and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this communication. 

Attachment

• Ferrari NV - Launch seventh tranche_eng

FAQ

How many shares is Ferrari (RACE) repurchasing in its latest buyback transaction?

Ferrari is repurchasing 666,666 common shares for €300 million as part of Exor's accelerated bookbuild offering.

When will Ferrari's (RACE) latest share buyback transaction settle?

The transaction is expected to settle on March 3, 2025.

What is the total value of Ferrari's (RACE) multi-year share buyback program?

Ferrari's multi-year share buyback program announced during 2022 Capital Markets Day is valued at approximately €2.0 billion.

What is the maximum percentage of shares Ferrari (RACE) can buy back under current authorization?

The April 17, 2024 shareholders' meeting authorized Ferrari to purchase up to 10% of company's common shares over 18 months.