United States securities and exchange commission logo
April 16, 2021
Marco Del Lago
Chief Financial Officer
Stevanato Group S.p.A.
Ompi of America, Inc.
Newton, PA 18940
Re: Stevanato Group
S.p.A.
Draft Registration
Statement on Form F-1
Filed March 22,
2021
File No. 377-04480
Dear Mr. Del Lago:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-1 Submitted March 22, 2021
Market Share and Other Information, page iii
1. Your statement that
the accuracy and completeness of such information is not
guaranteed and that
no independent source has verified your internal company data
may imply an
inappropriate disclaimer of responsibility with respect to such research.
Please either delete
this statement or specifically state that you are liable for such
information.
Summary, page 1
2. Your reference to
particular market segments as the fastest is unclear. Please tell us
why you believe that
biologics, biosimilars, vaccines and molecular diagnostics are the
Marco Del Lago
FirstName LastNameMarco Del Lago
Stevanato Group S.p.A.
Comapany
April NameStevanato Group S.p.A.
16, 2021
April 216, 2021 Page 2
Page
FirstName LastName
fastest growing market segments of the healthcare industry and to what
other market
segments they are compared. Also, please clarify why you believe
pre-fillable syringes,
drug delivery systems, molecular diagnostics and assembly equipment
are the fastest
growing segments in the pharmaceutical and biotechnology injectable
and life sciences
products and to what other market segments they are compared.
Use of Proceeds, page 11
3. We note you state that you intend to use the proceeds from the
offering to expand our
manufacturing facilities in Piombino Dese, Italy and to establish new
greenfield plants in
the U.S. and China. Please quantify the amounts you intend to use from
the proceeds of
the offering for each of the items you describe in this section and
sources of other funds
needed.
Our voting control is concentrated, page 40
4. Please revise to disclose the voting percentage that will be held by
Stevanato Holding
S.r.l. at the closing of this offering.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 62
5. We note certain line items including Profit before Tax, Income Taxes
and Net Profit are
presented as 2020 results. Please modify your disclosure to label the
amounts as results
for 2019.
Key Management and Board Member Compensation, page 110
6. Please advise whether you have disclosed or are required to disclose
in your home country
the compensation of your executive officers and directors on an
individual basis for your
most recently completed fiscal year. Refer to Item 6.B.1 of Form 20-F.
For example,
please update the amounts in this section for the most recently
completed fiscal year and
please clarify why you have excluded the "compensation accrued and
benefits in kind
provided to your Chairman and Chief Executive Officer" as you
disclose.
Certain Relationships and Related Party Transactions, page 115
7. Please explain why the transactions described on page F-65 such as the
rentals paid to
SFEM Italia S.r.L and rentals paid to members of the Stevanato family
for the flat in
Punto Central (Mexico) do not appear to be included in this section.
8. Please revise to clarify the agreements that you are currently
renegotiating with Winkler
& Co., Ltd.
Financial statements, page F-1
9. Please provide updated financial information throughout your document
in your next
Marco Del Lago
Stevanato Group S.p.A.
April 16, 2021
Page 3
amendment. Refer to Item 8.A(4) of Form 20-F for updating guidance.
Note that we are
unable to perform a substantive financial review of your document with
the limited
information provided. Additional processing time may be required when
a more
substantive amendment is filed.
General
10. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications. Please contact the staff
member associated
with the review of this filing to discuss how to submit the materials,
if any, to us for our
review.
11. Please highlight the disparate voting rights of your ordinary shares
and multiple voting
shares in your prospectus summary section and on the prospectus cover
page. Please add
disclosure that addresses the risk that the dual-class structure may
render your shares
ineligible for inclusion in certain stock market indices, which could
adversely affect share
price and liquidity.
12. We note your disclosure that Stevanato Holding S.r.l. will exercise a
significant majority
of the voting power. Please tell us whether you may be a controlled
company under
applicable exchange listing standards, and, if so, please include
appropriate disclosure in
your prospectus.
13. We note your reference to data collected by Global Data. Please revise
to clarify the
source of the data.
You may contact Kevin Stertzel at 202-551-3723 or John Cash at
202-551-3768 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jay Mumford at 202-551-3637 or Asia Timmons-Pierce at 202-551-3754 with
any other
questions.
FirstName LastNameMarco Del Lago Sincerely,
Comapany NameStevanato Group S.p.A.
Division of
Corporation Finance
April 16, 2021 Page 3 Office of
Manufacturing
FirstName LastName