Acquisition of a minority stake in SOFIMA by BC Partners and launch of a mandatory tender offer on IMA shares

The shareholders of SOFIMA, holding of the Vacchi family and owner of 51.6% of the share capital of IMA, have reached an agreement to sell approximately 20% of their stake in SOFIMA to BC Partners. The Transaction is subject to customary regulatory conditions, including antitrust clearances and it is expected to close in 4Q-2020. Following the closing of the Transaction, a mandatory tender offer will be launched on all the remaining outstanding shares of IMA (currently representing approximately 48.4%). The purchase price of the MTO will be €68.00 per share (inclusive of dividend), which represents a premium of +26.3% and +20.8% over the average trading price of IMA’s shares over the past month and six months, respectively, and values the Equity of IMA at €2.93bn.

SOFIMA is the holding company of the Vacchi family and owner of 51.6% of the share capital and c. 67% of the voting rights of IMA S.p.A. (“IMA”).

IMA is a world leader in the design and manufacture of automatic machines for the processing and packaging of pharmaceuticals, cosmetics, food, tea and coffee. The Group has approximately 6,200 employees, of which approximately 2,400 abroad, and has 45 production plants in Italy, Germany, Switzerland, the United Kingdom, the US, India, Malaysia, China and Argentina. In FY2019, IMA generated €1,596m Revenues and €281m EBITDA (17.6% margin).

BC Partners is an international investment firm with €23bn of assets under management across private equity, credit and real estate in Europe and North America. Since inception, BC Partners has completed 113 private equity investments for a total enterprise value of €145bn.

On July 28^th, 2020, the shareholders of SOFIMA have reached an agreement to sell approximately 20% of their shareholding in SOFIMA to BC Partners. The Transaction is subject to customary regulatory conditions, including antitrust clearances and it is expected to close in 4Q-2020.

Following the closing of the Transaction, a mandatory tender offer (the “MTO”) will be launched on all the remaining outstanding shares of IMA (currently representing approximately 48.4%). The purchase price of the MTO will be €68.00 per share (inclusive of dividend), which represents a premium of 26.3% and 20.8% over the average trading price of IMA’s shares over the past month and six months, respectively, and values the Equity of IMA at €2.93bn.

The goal of the MTO is to achieve a delisting from the Milan Stock Exchange. Following the MTO, BC Partners may increase its ownership up to approximately 45% of SOFIMA’s share capital.