Advent, Bain and Clessidra to buy ICBPI

A consortium comprised of Advent International, Bain Capital and Clessidra have agreed to acquire Istituto Centrale delle Banche Popolari Italiane S.p.A. for a consideration of 2.15 billion euros. Rothschild, HSBC and Vitale & Associati served as financial advisors to consortium. Based in Milan, ICBPI is a banking services provider.

PRESS RELEASE

Milan, 19 June 2015 – Advent International, Bain Capital and Clessidra (the “Consortium”) have today signed a definitive agreement to acquire Istituto Centrale delle Banche Popolari Italiane S.p.A. (“ICBPI”) for a consideration of Euros 2.15 billion.

ICBPI is a leading player in the Italian financial services market with strong market positions in payment services (acquiring and issuing), interbank clearing and securities services. ICBPI, headquartered in Milan, has over 1,900 employees and also operates strong brands including Cartasì. In 2014, the Company generated revenues of Euros 670 million, EBITDA of Euros 195 million and net income of Euros 95 million.

ICBPI’s selling shareholders will retain a stake of 8% of the Company post transaction. Collectively, Advent and Bain Capital, are the most experienced private equity investors in the payments sector globally, having completed over 20 investments in sectors and sub-sectors relevant to ICBPI, including Nets, a leading Northern European provider of payments, information and digital identity solutions, and Worldpay, a leading credit and debit card payment processing business acquired from the Royal Bank of Scotland.

Electronic payments continues to be a fast growing market where investment in technology and innovation capabilities are key to providing a world class service to increasingly sophisticated merchants and customers. Advent and Bain Capital have used their operational expertise to help Worldpay and Nets become more commercial, efficient and customer-oriented businesses that focus on developing innovative technology to drive growth.

Luca Bassi, Managing Director at Bain Capital Europe, commented: “We are delighted to have the opportunity to contribute to the future success of this market leader in Italy.

We have been impressed with the Company’s achievements so far and believe that ICBPI has tremendous growth and innovation potential both organically and through acquisitions. All of the investors in the Consortium have a strong track record of investing in the transformation and growth of similar businesses and together we will support the management team’s implementation of its ambitious plans for the Company.”

Jeffrey Paduch, Managing Director at Advent International, added: “We believe Advent and Bain Capital’s deep sector experience, alongside Clessidra’s local knowledge provides an excellent combination of skills and expertise to successfully manage the transition in ICBPI’s ownership, while focusing on the highest levels of customer service. We look forward to working with ICBPI’s management, customers and other stakeholders to accelerate technology investments and drive long-term sustainable growth.”

Maurizio Bottinelli, Head of the Investment Team at Clessidra, added: “We are pleasedto be partnering with the selling shareholders and customers to support ICBPI in continuing its strong track record of growth and innovation and further enhance its leadership in the Italian market. We have a successful track record of working with Italian Banks in situations – such as Cerved and Anima – where we acquired control and continued to work proactively with the selling banks as key clients”

The completion of the transaction is subject, amongst others conditions, to the approval of the relevant competition authorities and the European Central Bank.

Rothschild, HSBC and Vitale & Associati acted as financial advisors to the Consortium; Bonelli Erede Pappalardo, Studio Carbonetti, Carlo Pavesi and Weil, Gotshal & Manges acted as legal advisors; Franco Bernabè, Boston Consulting Group, First Annapolis and PriceWaterhouseCoopers acted as strategic advisors, Studio Pirola and Studio Vitali, Romagnoli, Piccardi acted as tax advisors; Community Group acted as communication advisor.

About Advent International
Founded in 1984, Advent International is one of the largest and most experienced global private equity investors. The firm has invested in more than 300 private equity transactions in 40 countries and as of December 31, 2014, had €27 billion in assets under management. With offices on four continents, Advent has established a globally integrated team of over 180 investment professionals across North America, Europe, Latin America and Asia. The firm focuses on investments in five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecom. After 30 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for its portfolio companies.
For more information, visit www.adventinternational.com

About Bain Capital Private Equity
Bain Capital, LLC (www.baincapital.com) is one of the world’s foremost privately-held alternative investment firms, with approximately $80 billion of assets under management in several pools of capital including private equity, venture capital, public equity, credit products and absolute return. Bain Capital’s more than 400 professionals are collectively the single largest investor in all of its funds and are dedicated to investing in and building its portfolio companies. Founded in 1984, Bain Capital has made private equity, growth, and venture capital investments in more than 450 companies around the world, and has deep experience across key vertical industries including consumer/retail, financial services and institutions, healthcare, industrials, and technology, media and telecommunications. Bain Capital has offices in London, Munich, Dublin, Boston, New York, Chicago, Palo Alto, Tokyo, Shanghai, Hong Kong, Mumbai and Melbourne.

About Clessidra
Clessidra is an independent Milan based private equity firm with a one office partnership culture. Created in 2003 from an entrepreneurial initiative led by Claudio Sposito, Clessidra is the leading manager of Private Equity funds exclusively dedicated to the Italian market through the funds Clessidra Capital Partners (CCP), Clessidra Capital Partners II (CCPII) and Clessidra Capital Partners 3, for a total of approximately €2.5 billion in managed assets.

In its first 12 years of operation, Clessidra completed 20 transactions and 13 add-ons to the Funds’ portfolio companies with an aggregate investment of approx. €17 billion EV and €1.7 billion equity.

Total revenues of the companies in the portfolio is approx. €11 billion, with over 50,000 employees.

Participants in the Clessidra funds are Institutional Investors of extremely high standing, including key players in the Italian economic system and some of the most prestigious specialised institutional investors.

With numerous investments completed in market leading companies, Clessidra has a highly successful track record, partnering with businesses and families in the value creation over medium to long-term time horizons. Please visit www.clessidrasgr.it.