NB Renaissance and Apax VIII detect 37.1% of Engineering and prepare takeover bid – Reuters

NB Renaissance and Apax VIII detect 37.1% of Engineering and prepare takeover bid

          

The funds NB Renaissance and Apax VIII have signed an investment agreement to purchase a stake of about 37.1% of Engineering Computer Engineering at a price of Euro 66.00 per share .
The founder and President Michele Cinaglia will invest together with funds, continuing to be a shareholder of the Company with a share of 12.2%, in the case of totalitarian takeover bid acceptances.
The above purchase, if it is completed, will lead to the launch of a mandatory tender offer at a price of Euro 66.00 per share, a premium of 18.1% compared to the average stock market price over the last six months .

on the evening of February 7, 2016:

– the Chairman of the Board and Director Michele Cinaglia Marilena Menicucci (together the “Industrial Shareholders”) currently owners of n. 2,901,797 and 1,496,207 ordinary shares respectively equal to 23.176% and all’11,970% of the share capital of Engineering Ingegneria Informatica S.p.A., listed on the MTA organized and managed by Borsa Italian S.p.A. .;

– CEO Paolo Padozy ( “PP”), currently own no. 52,378 ordinary shares, representing 0.4% of the share capital Engineering;

– the Executive Director Armando Iorio ( “AI” and, together with PP, the “Top Manager”), currently own no. 100 ordinary shares ordinary shares equal to 0.001% of the share capital Engineering;

– Melville Srl, vehicle company controlled by NBRP ( “Melville”) currently own no. 56,291 ordinary shares or 0.5% of the share capital Engineering;

– NB Renaissance MIC S.à r.l., a Luxembourg-registered company controlled indirectly by NBRP Renaissance Partners S.C.S.P. ( “NBRP”) and other investment vehicles managed by Neuberger Berman ( “Newco NB”) that as of today does not hold, either directly or indirectly, any action of Engineering;

– MIC Lux S.à TopHolding r.l. Luxembourg company controlled by the investment fund Apax VIII (to be precise, Apax VIII-A LP, Apax VIII-B LP, Apax VIII-1 LP, Apax VIII-2 LP) ( “Newco A8″), which at the date today does not hold, either directly or indirectly, any action of Engineering;

– MIC Holdco Srl, an Italian company, with registered offices in Milan, tax code and registration number with the Milan Register of Companies 09377170965 ( “Holdco”), indirectly controlled jointly by Newco and NB Newco A8, which as of today does not hold, either directly or indirectly, any action of Engineering; They have signed an agreement called “Preliminary Sale and Purchase Agreement and Coinvestment Agreement” (l ‘ “Investment Agreement”) to govern a transaction for the purchase by investors, by means of Holdco, the joint and indirect control of Engineering.

The Investment Agreement is to be implemented through:

(a) the establishment by Holdco for an investment vehicle of Italian law ( “Newco”) which will constitute, in turn, another vehicle of Italian investment ( “Bidco” or ‘ “Offeror”);

(b) the contribution in kind in the Holdco
(i) n. 454,545 ordinary shares of Engineering by Michele Cinaglia,
(ii) n. 42,378 ordinary shares of Engineering by Paul Padozy and
(iii) n. 100 ordinary shares of Engineering by Armando Iorio, and so for a total of. 497,023 ordinary shares of the corresponding Engineering, in total, 4.1% of the share capital;

(c) the contribution in kind in the Newco
(i) n. 530,303 ordinary shares of Engineering by Michele Cinaglia and
(ii) n. 497 023 ordinary shares of Engineering by Holdco which will, in turn, conferred in nature Bidco;

(d) the acquisition by Bidco of (i) n. 3,943,459 ordinary shares of Industrial Engineering by the shareholders, (ii) n. 56,291 ordinary shares of Engineering from Melville and (iii) of n. 10,000 ordinary shares of Engineering by Paul Padozy, and so for a total of. 3,479,447 ordinary shares of correspondents Engineering, in total, 28.6% of the share capital;

(e) result of the transfer referred to in subparagraph (c) and the trades referred to in subparagraph (d) above (the ” Initial Acquisition “), resulting in promotion by Bidco of a ‘public offering of compulsory purchase in accordance with articles. 102, 106, paragraph 1 and 109 of the TUF, concerning all the ordinary shares of Engineering, excluding shares held by Bidco and the contribution and of the n. 343,213 treasury shares held by Engineering (l ‘ “Mandatory Offer”);

(f) in the event that the Offeror and persons acting in concert (as defined below), as a result of acceptances of the Offer Compulsory, are to hold a combined stake of more than 90 % of the ordinary share capital of Engineering, Bidco will not restore the free float and will have the obligation to buy from anyone who applies the ordinary shares of Engineering does not the Offer compulsory pursuant to art. 108, paragraph 2, of the TUF (the ” Purchase Obligation “) with the aim of reaching the withdrawal of listing on the MTA of the ordinary shares of Engineering (” Delisting “);

(g) in the event that the Offeror and persons acting in concert (as defined below), as a result of acceptances of the Offer Compulsory, are to hold a combined stake of more than 95 % of the ordinary share capital of Engineering, Bidco will exercise the right to purchase from anyone who applies the ordinary shares of Engineering does not the Offer Compulsory pursuant to art. 111, paragraph 1, of the TUF (the “Purchase Right”); and

(h) the possible merger of the Offeror in the Issuer or vice versa and, possibly, the Offeror in Newco.

(all the operations described above in subparagraphs (a) to (h), on the whole, l ‘ “Transaction”).

The Investment Agreement is aimed at regulating the commitments of industrial shareholders, the top managers, of Holdco, Bidco Newco and with reference to trades and contributions of the ordinary shares of Engineering described above.

The Agreement of Investment has also attached a draft “Holdco Shareholders Agreement” (the “Shareholders Agreement Holdco”) which will be signed on the Closing Date (as defined below) and governing the respective rights and MC, PP obligations, AI, MIC EquityCo SCA, a Luxembourg company controlled jointly by NB Newco and Newco A8 ( “Topco”), and MIC TopCo S.à rl, a Luxembourg company wholly owned by Topco ( “Luxco 2 “), in relation to the corporate governance of Holdco, Newco, Bidco and Engineering and subsidiaries of the same, as well as certain mechanisms relating to discontinued operations in the future of their interests in Holdco and, in case of delisting of Engineering, provisions concerning a new listing of Engineering through an IPO, to be implemented as of the third anniversary of the execution of the Acquisition Home or, in the absence of favorable conditions for an IPO, a sale to one or more third-party purchasers of direct or indirect shareholdings in Engineering.

Also yesterday evening, was signed between Newco and Newco NB A8 with the intervention of MIC EquityCo GP S.A.R.L. Luxembourg company jointly controlled by a subsidiary of NB Newco and Newco A8 ( “Topco GP”), Topco and Luxco 2 an agreement called “Topco Shareholders Agreement” (the “Shareholder Topco” Pact) governing the respective rights and NB Newco and Newco A8 obligations in relation to the corporate governance of Topco GP, Topco, Luxco 2, Holdco, Newco, Bidco and Engineering and subsidiaries of the same, as well as the limitations on the transfer of their interests and mechanisms relating to discontinued operations in the future of their shares in Topco GP, Topco and Luxco and redemption of indirect shareholdings in Engineering.

Also yesterday evening, Holdco has concluded with Bestinver Gestion SGIIC S.A. an agreement under which the latter undertakes, subject to certain conditions, to accept the Offer Compulsory bringing actions managed by the same and together accounting for about 8.5% of the capital Engineering ( “Commitment to Join”).

The executing effect Initial Acquisition and, specifically, in the case of fulfillment of all the conditions precedent in the Investment, as specified below, the date of execution of the same (the “Date Running “), the share capital of Holdco – depending on the membership level Mandatory Offer (taking account of the Obligation to Purchase and the exercise of the Right to Buy) – will be held by Luxco 2 in a range between a minimum of 81.4% and a maximum of 93.4%, by Michele Cinaglia in a range between a minimum of 6.0% and a maximum of 17.0%, by Paul Padozy in a range between a minimum of 0.561% and a maximum of 1.461% and by Armando Iorio in a range between a minimum of 0.001% and a maximum of 0.003%. Michele Cinaglia hold also directly a proportion of the share capital of Newco between a minimum of 6.6% and a maximum of 16.6% and, therefore, a minimum of 12.2% of the total equity of Operation (in case of total membership of the tender offer).

The agreements contained in the Shareholders’ Agreement and the Shareholders Agreement Holdco Topco and the Commitment to Join, as significant pursuant to art. 122 of the TUF, will be communicated to the competent authorities and to the market in the manner and terms provided by law.

1. THE INVESTMENT AGREEMENT
Last night, the industrial shareholders, Top Manager, Melville, NB Newco Newco A8 and Holdco have signed an investment agreement for the purchase of a total of 4,506 Engineering .773 ordinary shares representing approximately 37.1% of the share capital (the “shares”) at a price of Euro 66,00 (sixty / 00) minus the amount of any dividend per ordinary share of which the competent corporate bodies of Engineering have approved the distribution and actually paid after the investment of the signing date and prior to the transfer of the shares for which the aforementioned purchase price will be paid (the “per share price”).

Running Initial Acquisition and the Transaction is subject to the fulfillment at the latest by the deadline of September 30, 2016, the following conditions precedent:

(a) the operation has been authorized by the competent antitrust authorities;

(b) Engineering that has not (i) sold all participation, company or branch of the relevant company; (Ii) proceeded with a merger or demerger with any other company or entity, (iii) issued shares, convertible bonds or other financial instruments (if convertible into shares) or option rights granted or issued warrants that give the right to buy or subscribe for any share or convertible financial instrument into shares; (Iv) modified its statutes clauses relating to social capital, corporate governance and shareholder rights in general, or (v) deliberate and / or committed to either take any of the actions mentioned above;

(c) that one or more experts appointed by Luxco 2, Holdco and Newco emit (i) a valuation report pursuant to art. 2465 Cod. Civ. of contributions in kind by Michele Cinaglia and Paul Padozy in Holdco, (ii) a valuation report pursuant to art. 2343-ter Cod. Civ. the contribution in kind by Holdco in Newco, (iii) a valuation report pursuant to art. 2343-ter Cod. Civ. the contribution in kind by Michele Cinaglia in Newco and (iv) a valuation report pursuant to art. 2343-ter Cod. Civ. the contribution in kind by Newco in Bidco; and

(d) confirmation by Consob that the Mandatory Offer can be launched after the completion of the Acquisition Initial accordance with the times and at an offering price per share equal to the Share Price.

The above conditions precedent, with the exception of the conditions referred to in points (b) and (d) (located in the exclusive interest of the investors), are placed in the interest of industrial partners, the Top Managers and Investors and, therefore, the same are waivable only with the consent of the Industrial Associates, the Top Manager and Investor.

It was announced also that the effectiveness of the Investment Agreement is subject to the condition that, by the Closing Date, the bridge loan amount of up to Euro 290 million maximum is not provided by the lending banks (Banca IMI SpA, BNP Paribas, Italian Branch and UniCredit SpA, collectively, the “banks”) and / or that the banks do not issue in favor of the Bidco letters of guarantee of its payment of the consideration in cash of commitments’ Mandatory offer. The above termination conditions are set in the exclusive interest of Therefore, Investors, and the same are waivable only with their consent.

2. MANDATORY OFFER

2.1 Legal premises Mandatory Offer
As mentioned above, the obligation to promote ‘ Mandatory offer will be built in the Offeror if, and when will be the date of Investment Agreement execution and the Offeror will actually purchased the Shares representing approximately 37.1% of the share capital Engineering. As a result of the overrun by Bidco of 30% of the share capital threshold Engineering, Bidco will promote public offering of compulsory purchase in accordance with articles. 102, 106, paragraph 1 and 109 of the TUF concerning all the ordinary shares issued by Engineering, with the exception of shares and n. 343,213 treasury shares held by Engineering (not taken into account for the calculation of the percentages given in this press release), which are in this paragraph 2 points out the basic terms and conditions. Once promoted, the Mandatory Offer, as such, will not be subject to conditions of effectiveness.

2.2 Essentials Offer Mandatory

SELLER
The Offeror will Bidco, an Italian company , whose share capital is wholly owned by Newco, another vehicle of Italian law, in turn wholly owned by Holdco.

ISSUER
The issuer is Engineering Ingegneria Informatica S.p.A., a limited company registered in the Register of Companies of Rome at no. 00967720285, with registered office in Rome, Via San Martino della Battaglia No. 56. At the date of this press release, the share capital subscribed and paid the Issuer amounts to Euro 31,875,000.00, represented by. 12,500,000 ordinary shares of par value Euro 2.55 (2/55) each, listed on the MTA – organized and managed by Borsa Italian S.p.A. .. Engineering holds no. 343,213 treasury shares.

PERSONS ACTING IN CONCERT
At the Closing Date shall be deemed to be persons acting in concert with the Bidder pursuant to art. 101-bis, paragraph 4-bis, letter. a) of the TUF, as members of the Shareholders’ Agreement Holdco: Michele Cinaglia, Marilena Menicucci, Paul Padozy, Armando Iorio, Topco and Luxco 2 and, pursuant to art. 101-bis, paragraph 4-bis, letter. b), of the TUF, Holdco and Newco (hereinafter, together with Michele Cinaglia, Marilena Menicucci, Paul Padozy, Armando Iorio, Topco and Luxco 2, the “People Acting in Concert”) as company through which parties investors monitor the Offeror. In compliance with the provisions in the Investment, the joint obligation to promote the Offer and the Offeror Mandatory imposed People Acting in concert, under Articles. 106, paragraph 1, and 109 of the TUF, the Offeror will be fulfilled.

SECURITIES SUBJECT COMPULSORY
The Mandatory Offer will focus on all the ordinary shares issued by Engineering with the exception of the shares that will be held by the Offeror and of n. 343,213 treasury shares held by Engineering.

AMOUNT
The Offeror, in accordance with the provisions of art. 106, paragraph 2, of the TUF, will pay each subscriber Mandatory Offer a price per share (the “Mandatory Offer Price”) equal to the per share price paid on the Closing Date pursuant to the Investment Agreement by reference each Issuer’s share. The Offeror will provide the guarantees exact fulfillment of the payment of the Offer Consideration Mandatory before the start of the period of the Offer Compulsory membership, as provided by law.

MODE OF FUNDS
The Offeror will Mandatory Offer, using, in part, to its own means and, in part, to loans and lines of credit granted by the Banks. MERGER Investors reserve the right to make the Offer Compulsory proceed with the merger by incorporation of the Offeror in the Issuer or vice versa according to the procedure under Article. 2501-bis Cod. Civ. (the merger”). Be it known, however, that at the date of this release, formal decisions by the competent bodies have not been taken of the companies involved in the Merger.

PURPOSE OF THE TRANSACTION
Investors are intended to ensure a stable shareholder and managerial continuity necessary to Engineering to grasp the future development opportunities and growth as well as a strategic policy aimed at enhancing the business in the medium to long term, maintaining the company’s leading position in Italy in the areas of software and IT services.

OBLIGATION TO PURCHASE UNDER ARTICLE 108, PARAGRAPH 2, OF TUF AND RIGHT TO PURCHASE IN ARTICLE 111 OF TUF AND MANDATORY PURCHASE PURSUANT TO ARTICLE 108, PARAGRAPH 1, oF tHE TUF
If the Bidder, to completion of the Offer Compulsory, comes to hold a stake of more than 90% but less than 95% of the share capital of Engineering, the same will to fulfill obligations and to exercise their rights under art. 108, paragraph 2, of the TUF, resulting in withdrawal of Engineering shares from listing on the MTA, no plans to restore a float sufficient to ensure regular trading. If Bidco, to completion of the Offer Compulsory, comes to hold a stake of more than 95% of the share capital of Engineering, the same will to fulfill the obligations and exercise the purchase rights under Articles. 108, paragraph 1, and 111 of the TUF. Please note that all percentages of participation in the share capital of Engineering mentioned in this release are net of treasury shares.

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List of advisors Financial Advisor:
Banca IMI S.p.A. Legal Advisor:
– industrial shareholders and top managers: Accinni Cartolano and Associates
– NB: Cats Pavesi Bianchi – Law Firm
– Apax: Clifford Chance – Law Firm

tax Advisor:
– industrial shareholders and top managers: Legalitax – Legal and tax
– NB and Apax: Gianni Origoni Grippo, Cappelli & amp; Partners and PriceWaterhouseCoopers Advisor Industrial: Bain & amp; Company

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