Signed the investment contracts for the acquisition of Softeco and Selesoft. Completed the transformation process in smart energy company
- The entry of the two companies in the TerniEnergia group enable the latter to integrate downstream the energy value chain, inserting the new activities of the digital energy for the business of smart grids and innovative solutions
- Consideration of the transaction amounted to 3 million TerniEnergia treasury shares to be listed on the STAR segment of the Italian Stock Exchange (2 million to Ingefi SpA to be listed by 28 february 2018 and 1 million to B.Soft to be listed by February 28, 2017) and Euro 2.3 million to be paid in cash in two phases (Euro 1 million by November 30, 2017 at Ingefi SpA and Euro 1.3 million in B.Soft by March 31, 2018) no award of interest
- Subscribed also the transfer acts of the Softeco and Selesoft shares
- Expected consolidation and development of the two companies starting from the historical headquarters of Genoa
TerniEnergia, smart energy company active in the fields of renewable energy, energy efficiency, waste and energy management, listed on the Star segment of the Italian Stock Exchange and part of Italeaf Group, has signed today two investment contratt for the acquisition of 100% of the share capitl of Softeco Sismat Srl and Selesoft Consulting Srl (jointly the target companies), one with Ingefi S.p.A. (a holding company involved in investments in companies active in the design, development, trade and maintenance of software) and its members and the other with B.Soft Group srl (a holding company active in ICT and Engineering).
Simultaneously with the signing of investment contracts it was also signed the notarial deed of transfer from Ingefi and B.Soft of ownership of the shares representing the 100% of the share capital of the Target Companies.
The Chairman and CEO of TerniEnergia, Mr Stefano Neri, said:
“The acquisition of Softeco and Selesoft is a strategic objective for TerniEnergia, which completes its path of transformation into smart energy company, adding to its activities those of innovative digital energy, fast growing globally and with considerable opportunities for development through integration between the sector of electrical services and the IT solutions. This transaction creates one of the largest independent Italian group, which is set to become the ideal partner for large utilities, leading operators in the field of energy transmission and distribution, large multinational companies in the creation of highly innovative grids and installations. The acquisition also meets a number of strategic targets as the TerniEnergia internationalization in high value-added sectors such as smart grids and distributed generation, the expansion of the scope of the core business, with the integration into value-chain of technologically innovative solutions, the portfolio enrichment with a strong brand, which has made the history of the “made in Italy” in the smart tech, digital and engineering for energy, grids and telecommunication sectors. Through integration with Softeco and Selesoft, the TerniEnergia Group is confident to be able to bring its own EPC services and its Smart solutions to an even higher level in established markets and expand its presence in emerging markets too. With this regard, the Group reiterates its intention to enhance the two companies, thanks to the know-how represented by a highly professionalized human capital, and enhancing their future prospects starting from the historical headquaarters of Genoa”.
In particular, Softeco Sismat and Selesoft Consulting, with headquarters and offices in Genoa, Milan, Rome and Catania and over 300 employees, with technical professional profiles of high level and high skills, are leading national players in the development and industrial production of solutions and smart technologies for the transmission and distribution of energy (smart grid), the flexible and timely management of power generation and energy consumption, energy efficiency, management of renewable energies and energy islands and in the services, software and IT solutions sectors.
The transaction architecture, as already defined in two Memorandum of Understanding signed on 29 July and duly disclosed to the market on the same date, provides for the acquisition of the entire stake in the Target Companies, following the completion of various transfers of shareholdings between B.Soft, Ingefi and AVM Asset Management Value S.p.A. (the majority shareholder of B.Soft Group) as well as the occurrence of the additional requirements within the mentioned Memorandum of Understanding.
For these reason, to allow the fulfillment of the conditions laid down in the Memorandum of Understanding, TerniEnergia has signed a letter of patronage in favor of UniCredit SpA, to which the entire share Softeco had been issued to pledge collateral of a previous loan provided by the same bank, for an amount of up to Euro 1.4 million, effective until September 30, 2017.
TerniEnergia proven the occurrence of the conditions precedent, has acquired the Target Companies according to the terms, procedures and conditions briefly summarized below:
- 66% of the share capital of the Target Companies acquired from Ingefi S.p.A., at a price equal to (i) n. two million TerniEnergia treasury shares (with a fixed and unchanging value of Euro 1.2 each) to be listed on the STAR segment of the Italian Stock Exchange by 28 February 2018; and (ii) Euro 1 million to be paid in cash by November 30, 2017, no award of interest;
- the remaining 34% of the share capital of the Target Companies acquired from B.Soft Group, at a price equal to (i) n. one million treasury shares to be listed on the STAR segment of the Italian Stock Exchange by 28 February 2017; and (ii) Euro 1.3 million to be paid in cash by March 31, 2018, no award of interest.
As a result of the signing of the investment agreements, TerniEnergia is going to prepare a new consolidated business plan that takes into account the integration of the Softeco and Selesoft activities with those of TerniEnergia and its group of subsidiaries.
TerniEnergia was assisted, respectively, by Pirola, Pennuto, Zei e Associati and Fidital, for the fiscal and financial due diligence, and Orrick, with a team led by partner, head of corporate Italian team, Marco Nicolini, for the definition and assistance in relation to legal and contractual issues, as well as for the two legal diligence.