Amplifon’s board has moved to formalize the next phase of its planned acquisition of GN Hearing, calling a shareholders’ meeting to approve a capital increase that would give GN Store Nord a stake in the Milan-based hearing care company.
Amplifon S.p.A., the global leader in hearing care retail, announced on Sept 17 that its board of directors has resolved to convene both an Extraordinary and Ordinary Shareholders’ Meeting to approve a series of measures tied to its pending acquisition of GN Hearing — the hearing aid division of GN Store Nord A/S.
The centerpiece of the agenda is a proposed share capital increase of 56,000,000 new ordinary Amplifon shares, to be issued exclusively to GN Store Nord as part of the deal’s equity consideration. The shares are priced at €11.267 each — equal to the weighted average price of Amplifon shares over the preceding three months — giving the equity tranche a value of approximately €631 million.
The total consideration for the acquisition comprises the 56,000,000 newly issued shares plus a cash component of €1.69 billion, subject to customary financial adjustments at closing. The cash portion is being financed in part through a €1.35 billion senior loan subscribed in June, with a maximum duration of 24 months, which may subsequently be refinanced through a combination of bank and bond financing.
Closing of the acquisition is currently expected by the end of 2026, subject to the satisfaction of relevant conditions precedent.
GN to Hold Nearly 17% of Amplifon
Once the share issuance is complete, GN Store Nord will hold 17.09% of Amplifon’s share capital, representing 9.13% of voting rights, while Amplifon’s controlling shareholder, Ampliter S.r.l., will hold 32.07% of the share capital, representing 63.69% of voting rights.
The new shares subscribed by GN will be subject to lock-up arrangements, released on a staggered basis over the 15 months following closing: slightly less than one-third of the shares will be released nine months after closing, with the remaining shares released in subsequent tranches until the lock-up expires in full.
Board Seat for GN’s Representative
As part of the contractual arrangements governing the deal, GN Store Nord has the right to designate a representative to Amplifon’s board of directors upon closing. GN has notified Amplifon of its intention to designate Scott Davis as its representative. The board has resolved to propose that shareholders increase the number of directors from 9 to 10 and appoint Davis as a non-executive independent director, contingent on the acquisition closing.
The board will also ask shareholders to confirm the appointment of Francesca Fiore, who was co-opted as an independent non-executive director in May 2026 following the resignation of Nicola Bedin.
Corporate Structure Refinements Also on the Agenda
Alongside the acquisition-related items, the board has approved a partial demerger by way of spin-off, announced on July 30, 2026, aimed at making the group’s corporate structure more efficient. The transaction entails the transfer of shareholdings held by Amplifon in wholly-owned companies resident outside the European Union to a newly incorporated beneficiary company, Amplifon Partecipazioni I S.r.l., wholly owned by Amplifon and based in Italy. No economic or financial impacts are expected in connection with the transaction.
The shareholders’ meeting agenda also includes proposed amendments to Amplifon’s articles of association to align them with Italy’s new Capital Markets Law framework, including provisions governing how shareholders’ meetings may be conducted and updated thresholds for shareholder participation rights.
Amplifon, which operates approximately 9,700 locations across 24 countries, entered into the agreement with GN Store Nord on March 16, 2026. The acquisition of GN Hearing would represent one of the largest consolidation moves in the global hearing care industry in recent years. Additional details on the shareholders’ meeting date and supporting documentation will be made available at corporate.amplifon.com.
