Paolo Pandozy remains CEO and reinvests alongside other key managers.
Engineering Ingegneria Informatica S.p.A. ("Engineering"), together with NB Renaissance Partners ("NBRP"), Neuberger Berman’s private equity arm in Italy, and Bain Capital Private Equity ("Bain Capital") announce that they have signed a binding agreement to sell and buy 100% of the share capital of Engineering, defining a new shareholding structure of the Group.
The transaction sees NBRP and funds advised by Apax Partners (the “Apax Funds”), which held the majority of the share capital of Engineering since April 2016, sell their entire stakes in the business; NBRP will fully liquidate its entire stake holding to invest again in the Company through new capital from different funds, alongside with the new shareholder Bain Capital.
As a result of the transaction, NBRP and Bain Capital will jointly control Engineering, flanked by the re-investment of senior management and in particular of the CEO Paolo Pandozy, who has received renewed full support by the shareholders, thanks to the strong continued growth achieved in the past years. Mr. Paolo Pandozy will lead Engineering towards new ambitious goals. Founder Michele Cinaglia will continue to support Engineering with his great experience and strong leadership.
Financed by all the major Italian banks, including Banca IMI/Intesa Sanpaolo, Unicredit and others that are expected to join the pool in due course, as well as by major European banks (BNPP, Credit Suisse and Deutsche Bank), the operation aims at strengthening the key role assumed by Engineering both as innovator, underpinned by substantial Research & Development investments, and as consolidator of the numerous Italian technological excellences in the IT space. These acquired entities find the support and the expertise to boost their growth and to reach new markets, both nationally and internally, as proven by the numerous successful acquisitions already completed.
The closing of the transaction, subject to customary conditions, is expected by the end of April.
Michele Cinaglia, founder and Chairman of Engineering said: "During 2020 we will celebrate 40 years of Engineering's history. During these decades we have always had a clear mission: to support Italy through technological evolution, always staying one step ahead of the competition thanks to the constant reinvestment of capital in the company and the care and training of our employees, today well over 11,000, who represent the main asset of the Group in terms of skills and reliability. For them, in particular, I am happy to be able to confirm both the leadership team and our long term strategy, thanks to the agreement reached with all shareholders. I am sure that Engineering will continue to offer many opportunities of growth, at both professional and human levels, to all its stakeholders".
Paolo Pandozy, CEO of Engineering, added: "Thanking Apax Partners for the active support and the important work done over the years, we are pleased to welcome Bain Capital as a new shareholder of Engineering. Bain Capital, together with NBRP - which has always fully understood our strategies and supported us - want to contribute to our growth and overall vision. We live an era in which every sector, every company and every single person, in the different roles of worker or citizen, depends more and more on technology. This brings continuous and complex challenges in terms of competitiveness, data protection and ethics. Italy already expresses many extraordinary excellences that Engineering, is ready to aggregate to help consolidate the international role that Italy plays in the IT and digital sector. Engineering is able to provide this support also leveraging its constantly improving internal skills".
Gabriele Cipparrone, a Partner at Apax Partners, said: “Engineering has a leading position in the IT Services market. Four years ago we saw the opportunity to leverage our significant expertise in IT Services to help Engineering accelerate growth. The company has delivered on its potential through a focus on organic and acquisitive growth. We would like to thank Paolo and his team for the strong partnership and all they have achieved. We wish them all the best in the future”.
Stefano Bontempelli (Senior Partner) and Fabio Canè (Senior Partner) at NBRP declared: “We are grateful to Michele Cinaglia for having chosen us and for the successful growth path achieved together over the last four years. We are also thankful for the continued support that he is willing to give to Engineering in this new stage of the Company’s success and development”.
“The Engineering Group is a key player in digitalization with strong client relationships and a reputation for customer service, reliability and innovation,” said Luca Bassi, Managing Director at Bain Capital Private Equity. “We believe the Engineering Group has the potential to grow further in a very fragmented market, both organically and through acquisitions, and look forward to partnering with the management team and Neuberger Berman to accelerate this, as we have done in other Italian technology companies, such as Teamsystem, Nexi and Cerved”.
For Engineering, the entire operation on the legal, fiscal and financial front was followed by the internal departments coordinated by the CFO Armando Iorio. PWC prepared the Vendor Due Diligence (Financial and Tax) and Accinni, Cartolano e Associati acted as legal advisor to the management team. The Apax Funds and NBRP’s selling funds were advised by Rothschild & Co (financial adviser).