Following the previous communications relating to the agreements aimed at the purchase by Engineering – Ingegneria Informatica S.p.A. of a stake equal to 43.209% (45.630% fully diluted of treasury shares) of Be Shaping the Future S.p.A. – a company listed on the Euronext STAR Milan segment of the Italian Stock Exchange ("Be") – owned by a group of shareholder (collectively, the " Sellers") which includes: Tamburi Investment Partners S.p.A. ("TIP" – tip.mi), Stefano Achermann and his subsidiary Innishboffin S.r.l., Carlo Achermann and his subsidiary Carma Consulting S.r.l. , the following is hereby announced.
Yesterday evening, Engineering, together with its direct and indirect controlling companies, controlled by the private equity funds managed by Bain Capital Private Equity (Europe) LLP or its affiliates and the funds NB Renaissance Partners and the Sellers, entered into definitive and binding agreements relating to the purchase of n. 58,287,622 ordinary shares (43.209% of the share capital) of Be (i.e. 45.630% of the share capital fully diluted of treasury shares - the "Sellers' Shares"), at a unit price - taking into account the dividend approved by the shareholders' meeting in the amount of 0.03 Euro per share - of Euro 3.45 per share (the " Unitary Purchase Price ").
Upon the fulfillment of the regulatory and legal conditions, no later than December 31, 2022, such as among the others antitrust and golden power, the parties will proceed to the completion of the transaction that will trigger the obligation for the Purchaser to launch a Mandatory Tender Offer over all the remaining Be shares pursuant to Articles 102 and 106 of Legislative Decree no. 58/1998 ("TUF") for a price equal to the Unitary Purchase Price, aimed at carrying out the de-listing of the Company in the event that, as a result of the acceptances to the Mandatory Tender Offer, the Purchaser will hold a stake of more than 90% of the share capital.
As previously communicated, the shareholders of Be Andrea Angrisani, Giancarlo Angrisani, Angelini Partecipazioni Finanziarie S.r.l., Gabriella Benetti, Blue Lake Sicav – SIF, Rüdiger Borsutzki, Marco Bosco, Francesco Scarnera and Patrizio Sforza (other than the Sellers) already submitted letters to Engineering (copying TIP and Be) containing the unilateral conditional undertakings to sell to Engineering, at the Unitary Purchase Price, the additional shares representing a total of 7.998% of Be's share capital (8.446% fully diluted of treasury shares).
Upon the occurrence of the above conditions, the Be Group will become part of the Engineering Group as part of a highly synergistic and complementary project aimed at creating a cutting-edge company in Italy in the financial services sector, operating in the European and international market, in which management consulting will complete and strengthen the leadership positioning and the robust portfolio of proprietary solutions and digital capabilities boasted by Engineering in the finance segment.
The acquisition of Be will in fact consolidate Engineering's role as a strategic digital enabler, also integrating the offering and skills in the financial institutions market of both companies, which will continue to maintain a high level of autonomy and a differentiated and specialized market position, oriented respectively towards providing management consulting services connected to the most modern Digital Transformation processes, as well as distinctive solutions and skills thanks to alliances and agreements with leading international solution vendors.
The Be Group will continue to be headed by Stefano Achermann alongside the current key managers and will remain focused on services to systemically important financial institutions (SIFIs), Tier 1 banks and major international payment circuits, completing and supporting the value propositions of the Engineering Group in the financial institutions market.
Maximo Ibarra, CEO of Engineering, comments:"I am pleased to welcome Stefano Achermann and the Be team, an Italian excellence for the finance market, to the Engineering family. This acquisition confirms Engineering's ambitions as a leader in digital transformation processes for companies and the Public Administration. Thanks to the support of our shareholders, Bain Capital and NB Renaissance, the integration with Be will allow us to consolidate Engineering's role as Digital Champion and to offer our country and the market an even more solid player in consulting and digital transformation services for financial institutions”.
Fabio Cané, Senior Partner of NB Renaissance, said: “This transaction is perfectly consistent with the baton that the Engineering’s founder Michele Cinaglia handed over to us in 2016, when he decided to entrust us with the reins of the company with the specific mandate to continue to keep on growing in Italy and abroad. From the beginning we were very impressed with the market positioning that Stefano Achermann and his team have managed to achieve over the recent years; their skills represent a valuable addition to the human and professional capital already existing in the Engineering Group. The competences in IT digital consulting and the customer base of Be complement the capabilities, the commercial presence and the digital technologies’ know-how of Engineering, which becomes the leading company in the digital transformation of the banking and finance sector in Italy and one of the key players in Europe”.
“Be is a market leader in digital IT consulting for the financial services industry, supporting its customers in complex transformation projects enabled by technology. We were impressed by the results and growth that Stefano Achermann and his team achieved consistently throughout the years and we are excited to welcome Be as part of the Engineering Group. We are confident that the combination of the respective complementary skills and offerings will open up new market and revenue opportunities in Italy and abroad. This acquisition furthermore shows the continued commitment of the shareholders towards the objective of consolidating Engineering Group leadership position in the digital transformation market” – said Giovanni Camera, Principal at Bain Capital Private Equity.
All the technical aspects of the definitive and binding agreements signed, as well as the conditions to which the closing of the transaction is subject, are available in the investor relations section of Engineering website: www.eng.it
TIP, Stefano and Carlo Achermann are assisted in the Transaction by the law firm Orsingher Ortu – Avvocati Associati. Engineering and its shareholders Bain Capital Private Equity e NB Renaissance are assisted in the Transaction by the law firms Gatti Pavesi Bianchi Ludovici, Kirkland&Ellis International LLP and Gattai, Minoli e Associati.
The tax aspects of the Transaction are being handled for the Sellers by the law firm Tremonti Romagnoli Piccardi e Associati and for the Purchaser by the Law firm BonelliErede and Pirola Pennuto Zei.