Takeover bid for Engineering, which in Piazza Affari shoots up 4,7% at the start of the session, at 64,90 euros per share (compared to 62 euros at the close on Friday). The Nb Renaissance and Apax VIII funds have signed an agreement for the purchase of approximately 37,1% of the computer engineering company at 66 euros per share. Since the stake is higher than 30%, if the operation is successful it will lead to the launch of a mandatory takeover bid at the same price, which envisages a premium of 18,1% compared to the average market price of the last six months.
The founder and chairman Michele Cinaglia (who currently owns 23,176% of the shares) will invest together with the funds and, in the event of total takeover bids, will continue to be a shareholder of the company with 12,2%.
The asset management company Bestinver, a shareholder with a stake of approximately 8,5%, has signed a commitment to adhere to the tender offer upon the occurrence of certain conditions.
The company note specifies that Cinaglia, together with the director Marilena Menicucci, the managing director Paolo Pandozy, the executive director Armando Iorio and Melville (currently owners respectively of 11,970%, 0,4%, 0,001% and 0,5 .XNUMX% of Engineering's share capital) signed an agreement with the two funds to "govern a transaction aimed at the acquisition, through Holdco, of joint and indirect control" of the company.
The agreement will be implemented "through the establishment by Holdco of a Newco which will, in turn, constitute another Italian investment vehicle Bidco".
Cinaglia, Pandozy and Iorio “will contribute 4,1% of the share capital to Holdco; in Newco Cinaglia it will confer 530.303 ordinary shares and Holdco 497.023 ordinary shares which will then be conferred in kind to Bidco; Bidco is expected to purchase 3.943.459 ordinary shares of Engineering from the Industrial Partners, 56.291 ordinary shares from Melville and 10.000 ordinary shares from Paolo Pandozy, and so for a total of 3.479.447 ordinary shares corresponding, in total, to 28,6% of the share capital".
As a result of these contributions and sales, Bidco "will propose a mandatory takeover bid for all of Engineering's ordinary shares".
NB Renaissance is the fund born from the private equity partnership between Neuberger Berman and Intesa Sanpaolo and Apax VIII is the fund whose advisor is the private equity company Apax Partners. The sole financial advisor of the Transaction was Banca IMI.
