Private equity funds managed by NB Renaissance (a partnership between Neuberger Berman and Intesa Sanpaolo, see here a previous post by BeBeez) and Apax Partners (Apax VIII fund) have entered into an investment agreement for the purchase of a participation equal to approximately 37.1% in Engineering Ingegneria Informatica spa, an informatic engineering company listed on the Italian Stock Exchange, for a price of 66 euro per share (download here the press release).
The agreement was announced yesterday and has been signed with chairman and founder Michele Cinaglia (holding a 23.176% stake in the company), Marilena Menicucci (11.97%), the ceo Paolo Pandozy (0.4%) and an executive member of the Board of Directors, Armando Iorio (0.1%). The deal will be followed by the launch of a mandatory tender offer on the whole remaining listed shares of Engineering at the same price, Unique financial advisor for the deal was Banca Imi.
Mr. Cinaglia and the managers will reinvest in the company. Mr. Cinaglia will be holding a 12.2% stake in the event of full acceptance of the tender offer.
Asset manager Bestinver Gestion owning an 8,5% stake in the company has entered into an agreement to tender in the mandatory offer, upon satisfaction of certain conditions.
NB Reinassance and Apax Partners then reviewed their first offer which was rumored last December to be 58 euro per share (see here a previous post by BeBeez) and proposted a premium of 18.1% compared to the average market price of the last six months. Last December actually One Equity Partners fund, who manages a 29.9% stake in Engineering shareholders’ capital disagreed about the proposed priced.
From a technical point of view, One Equity Partners (a spin off of JP Morgan private equity activities) does not own a stake in Engineering anymore as it had sold OEP Italy High Tech Due srl (owner of the stake in Engineering) to OEP Secondary, a fund controlled by Lexington Partners, AlpInvest and Blackstone.
Actually, in early 2015, the OEP team spun-out from JPMorgan and established an independent management company called OEP Capital Advisors. The spin-out coincided with JPMorgan’s sale of certain portfolio company investments to Lexington Partners, Alpinvest Partners and the Blackstone Group. OEP manages the retained portfolio company investments for JPMorgan as well as the sold portfolio company investments to Lexington, Alpinvest and Blackstone.
Engineering reached 64.10 euro per share at the Milan Stock Exchange yesterday with a 3.39% gain from Friday February 5th close, with a 770 million euros market capitalization.