H.GRPS S.p.A. ("H.GRPS"), investment holding company of the Pneuservice Group, controlled, with a 79.2% stake, by the funds managed by CAPITALIA - Sofipa SGR S.p.A., Sofipa Equity Fund (3.48%) and Sofipa Equity Fund II (75.72%), signed a binding agreement for the acquisition of 100% of Pneufin S.p.A. ("Pneufin"), Gaia Gomme S.r.l. ("Gaia Gomme") and a majority stake in Toscana Pneumatici S.r.l. ("Toscana Pneumatici").
On March 21, 2007, CAPITALIA - Sofipa SGR invested, together with the Carmignani family and the manager Renato Zilli, in the Pneuservice group ("Pneuservice" or the "Group"), one of the largest independent wholesale tyre distributor in Italy (about €70m turnover) offering a wide product range with a large portfolio of brands, with the aim of supporting the growth of the Group also through acquisitions.
Soon after investment completion, the Group started negotiating the acquisition of the Pneufin Group, including Pneufin, Toscana Pneumatici, and Gaia Gomme.
Pneufin, located in Soriano nel Cimino (VT), is the market leader in the Lazio region and the third player on a national scale in the wholesale tyre distribution sector, with a total 2006 turnover of about €55m. The company, which distributes almost every type of tyres (car, light and heavy vehicle, motorcycle and scooter, agricultural and industrial) is owned by Franco Saioni and Eugenio Quercetti - founders and shareholders of the company since 1977 - and their families with a 50% stake for each family group.
Toscana Pneumatici, located in Calenzano (FI), is a wholesaler of car, light vehicle, motorcycle and scooter tyres, active in the Toscana region. The company registered a €6.3m turnover in 2006. Shareholders of Toscana Pneumatici are Pneufin, Overgom S.p.A. (a company operating in the same sector mainly in the north-west of Italy) and Alvaro Daniele - founder and CEO of the company since its incorporation in the mid nineties - with a 33.33% stake each.
Gaia Gomme Gaia Gomme was incorporated in 2004 by Franco Saioni (25% of share capital), Eugenio Quercetti (25% of share capital) and Perla Pneumatici (50% of share capital), with the aim of introducing the Hankook's brand "Aurora" into the Italian market. Today Gaia Gomme is the national exclusive distributor of "Aurora", with the exception of Lombardia, Puglia, Campania and Sicilia, and reported in 2006 a turnover of €2.3m.
The integration of the Pneuservice and Pneufin groups will allow synergies in terms of:
- Commercial coverage
- Product portfolio
- Logistic coverage (warehouses).
Total transaction value is equal to €52.6m and will be financed by equity (€22.6m) and acquisition financing (€30.0m). Capitalia Sofipa SGR will invest, on behalf of Sofipa Equity Fund and Sofipa Equity Fund II, about €22.4m (respectively €1.0m Sofipa Equity Fund and €21.4m Sofipa Equity Fund II) via a capital increase in H.GRPS.
The transaction is subject to the Antitrust (Autorità Garante della Concorrenza e del Mercato) clearance and to financing.
Advisers of CAPITALIA-Sofipa SGR and H.GRPS are Labruna Mazziotti Segni (legal advisory and due diligence), Ernst & Young - Studio Legale e Tributario (tax advisory and due diligence), Ernst & Young - Transaction Advisory Services (financial due diligence), RGA (environmental due diligence) and AT Kearney (business due diligence).
Advisers of the Saioni and Quercetti families are Deloitte Financial Advisory Services (financial advisory) and Studio Giannoni (legal advisory).
CAPITALIA - Sofipa SGR, a company of the UniCredit group, manages two closed-end private equity funds (SEF e SEF II), for a total €305m asset under management. The Pneufin Group acquisition, via H.GRPS, is the fourth transaction finalised by CAPITALIA - Sofipa SGR in 2007.
Capitalia-Sofipa SGR Tel: 06 420302.1
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