Carlyle to sell IRCA to Advent

Advent International has agreed to acquire IRCA, an Italian producer of specialty ingredients for artisanal pastries, cakes and gelatos, from Carlyle. No financial terms were disclosed. Vitale and Morgan Stanley served as financial advisors to Advent while Rothschild & Co and BNP Paribas served as financial advisors to Carlyle.

PRESS RELEASE

Milan, 11th April, 2022 – Advent International (“Advent”), one of the largest and most experienced global private equity investors, today announced that it has agreed to acquire IRCA, a leading Italian producer of specialty ingredients for artisanal pastries, cakes and gelatos, from global investment firm Carlyle (NASDAQ: CG). Terms of the transaction were not disclosed.

For more than 100 years, IRCA has been supplying attractive B2B channels (including patisseries, gelato parlors, hotels, restaurants, and confectionery manufacturers) with a complete portfolio of products, including creams, chocolates and chocolate decorations, cake and leavened mixes, gelato bases, swirls and toppings. It is a unique force in the industry thanks to its “one-stop-shop” strategy, providing complete, high-quality professional solutions for the preparation of products that would otherwise be far more complex, costly and time-consuming to produce.

Headquartered in Gallarate, Italy, IRCA currently supports artisan chefs in over 100 countries. It employs over 1,000 people and has seven production plants and four innovation and demonstration kitchens in Europe, North America and Asia.

Carlyle invested in IRCA in June 2017 through Carlyle Europe Partners IV (“CEP IV”), a European-focused, upper mid-market buyout fund. During Carlyle’s ownership, IRCA has achieved exceptional growth, establishing itself as a leading European manufacturer in the artisanal pastry and gelato markets. Carlyle has supported IRCA’s organic growth through investment in product innovation, geographic expansion, notably in the US, and strengthening management, as well as through M&A, including the acquisition of Dobla, the global supplier and producer of premium chocolate decorations. Carlyle has also supported IRCA in implementing organizational changes to strengthen IRCA’s management capabilities and create a more flexible organizational structure for streamlining overall decision-making processes.

Advent will work with the current IRCA management team to continue scaling the business in Italy and abroad and expand its already broad portfolio of artisanal pastry, baking and gelato ingredients into further attractive high value-add product adjacencies.

Francesco Casiraghi, Managing Director at Advent, comments: “We have identified IRCA as a structural winner in a sector with secular growth tailwinds. IRCA’s long-term growth track record comes from a consistent focus on understanding customer needs, creative innovation, and Italian excellence in high-quality food ingredients. We believe IRCA is perfectly placed for further expansion, reaching a growing number of chefs globally with increasingly innovative solutions. We are very excited to support the management team in the next phase of IRCA’s journey.”

Paolo Perego, CEO at IRCA, comments: “I would like to thank Carlyle for having supported me and the management team in building IRCA into a European ingredients leader. We are delighted to be working with Advent, who we believe are the ideal partner for us given their track record in continuing to build and grow businesses, both in Italy and internationally. We believe their in-depth sector expertise and strong global footprint will help us take the next step to become a truly global leader in this exciting sector.”

Filippo Penatti, Managing Director of the Carlyle Europe Partners advisory team, said: “We are proud to have partnered with Paolo and his outstanding management team in the transformation of IRCA over the past five years, supporting the business to become a leading European B2B manufacturer in its sector. Through investment in its manufacturing capabilities, diversifying its product offering also through the strategic acquisition of Dobla, expanding the company’s global footprint with inroads into the US, and strengthening management, IRCA has achieved excellent and above market growth. Given the quality of the team in place, we are confident that IRCA will continue its strong growth trajectory with the support of its new shareholders.”

Advent has been actively investing in Italy since 1990 and has completed 11 investments in the country, including Industria Chimica Emiliana (“ICE”), a global leader in the production of specialty pharma ingredients and Nexi, the European leader in digital payment services and the largest IPO in Europe in 2019.

The sale of IRCA continues an active beginning of the year for CEP following the acquisitions of Theramex, and Dainese Group, and the partial sale of Hunkemöller in March 2022.

Vitale and Morgan Stanley served as financial advisors to Advent and BonelliErede served as legal advisors. Rothschild & Co and BNP Paribas served as financial advisors to Carlyle, and Latham & Watkins served as legal advisors.

The transaction, which is subject to customary regulatory approvals, is expected to close in Q3 2022.