Strategic Lease Partners Acquires $780 Million in Net Leased Properties in Q4 2021 for KKR

KKR

January 24, 2022

NEW YORK–(BUSINESS WIRE)– Strategic Lease Partners (“SLP”), a platform launched by global investment firm KKR to acquire a diversified portfolio of triple-net lease (NNN) real estate, closed six transactions in the fourth quarter of 2021 for a total of $780 million. SLP is working closely with KKR’s real estate, credit and capital markets teams to underwrite a wide range of mission-critical properties and deliver customized sale-leaseback solutions for a group of high quality corporate and sponsor-backed tenants. The platform is initially targeting to acquire more than $3 billion in assets, primarily capitalized through KKR’s credit and real estate funds.

“SLP has built great momentum in its first few months of operation,” said Peter Sundheim, Managing Director on KKR’s real estate team. “We are delighted with the exceptional quality and diversification of the assets SLP has acquired for our NNN portfolio.”

Michelle Hour, Director on KKR’s credit team added, “SLP’s ability to invest in deals of all sizes and to utilize its access to the KKR platform to deliver strong underwriting with speed and certainty is clearly resonating with sponsors and corporate tenants seeking to unlock the value of their real estate.”

The six transactions SLP closed last quarter followed the platform’s launch in August 2021 and consisted primarily of mission critical industrial assets, with a focus on sale-leasebacks (SLBs) for private equity-backed companies with durable business models. The transactions ranged in size from under $15 million for an individual property to over $500 million for a portfolio and included both domestic and cross-border portfolios. SLP’s acquisitions comprised 31 individual assets across nearly 5.4 million square feet with a weighted average lease term (WALT) of over 16 years, while over half of the portfolio holds LEED designation.

SLP’s Q4 2021 acquisitions include the following transactions:

  • A 20-property, multi-state manufacturing and distribution portfolio that is majority LEED certified and leased to a global beverage brand on a long-term basis
  • A four-building manufacturing portfolio across major Canadian and United States markets leased to a leading North American retail and food services company
  • An approximately 50,000-square foot, LEED Platinum office building in Connecticut leased to an international investment firm
  • A four-building manufacturing portfolio across New Jersey, Georgia and Wisconsin leased to a plastics company
  • An approximately 350,000-square foot distribution facility in Illinois leased to a health and nutrition brand
  • An approximately 125,000-square foot distribution facility in Tennessee leased to a major wholesale tire distributor

“Our first six purchases are a great representation of the breadth of SLP’s underwriting capabilities,” said Andrés Dallal, Partner at SLP. “Our platform, supported by the institutional expertise and resources of KKR’s team, makes us an ideal partner for companies in need of comprehensive, creative net lease solutions.”

“SLP has the expansive scope and ability to deliver business-empowering sale-leaseback solutions for a full array of asset types, from single-tenant deals to multi-property portfolios across regions,” added Joseph Mastrocola, Partner at SLP. “As we look to continue building on our momentum over the coming months, we are excited to close investments that deliver value in an appreciating and evolving commercial and industrial market.”

SLP is actively continuing to seek investments including SLB transactions, net-leased property and portfolio acquisitions and forward takeouts of built-to-suit developments. SLP evaluates all property types across the credit spectrum, with a focus on sub-investment grade tenants and transactions between $10 million and more than $1 billion across North America. The firm can be contacted directly at Inquiries@StratLP.com.

About Strategic Lease Partners

Strategic Lease Partners (SLP) is a diversified triple-net lease (NNN) real estate investment platform, which engages the capabilities and resources of KKR’s real estate, credit and capital markets teams to acquire NNN properties and deliver sale-leaseback solutions to corporate tenants. Sponsored by global investment firm KKR, SLP provides tenants from a wide-range of industries with reliable ownership and long-term leasing for their mission-critical real estate. For more information, please visit www.stratlp.com.

About KKR

KKR is a leading global investment firm that offers alternative asset management and capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of The Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

Business Inquiries:
Inquiries@StratLP.com

Media:
Miles Radcliffe-Trenner
212-750-8300
media@kkr.com

Source: KKR

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ACCELL GROUP and a consortium led by KKR agree on arecommended all-cash offer of eur 58.00 per share

KKR

January 24, 2022

This is a joint press release by Accell Group N.V. (“Accell Group”) and Sprint BidCo B.V. (the “Offeror”). The Offeror is an affiliate of the affiliated investment funds advised by Kohlberg Kravis Roberts & Co. LP or one of its affiliates (“KKR”). Teslin Alpine Acquisition B.V. (“Teslin Acquisition”), a wholly-owned subsidiary of Teslin Participaties Coöperatief U.A. (“Teslin”), is together with the Offeror and KKR referred to as the “Consortium”. This joint press release is issued pursuant to the provisions of Section 4, paragraphs 1 and 3, Section 5, paragraph 1 and Section 7, paragraph 4 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft) (the “Decree”) in connection with the intended recommended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of Accell Group (the “Offer”, and together with the Buy-Out and the Post-Offer Merger and Liquidation (both as defined below), the “Transaction”). This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of an offer memorandum (the “Offer Memorandum”) approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) (the “AFM”). This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States, Canada and Japan or in any other jurisdiction in which such release, publication or distribution would be unlawful.

 

Transaction Highlights

  • Conditional agreement reached on recommended all-cash public offer by Offeror for all Shares in Accell Group at an offer price of EUR 58.00 (cum dividend) per Share, representing a total consideration of approx. EUR 1.56 billion
  • The Offer Price represents a premium of 26% over the closing price on 21 January 2022, a premium of 42% over the last three months volume-weighted average price per Share, and a premium of 21% to Accell Group’s all-time high closing price of EUR 48.00 per Share
  • The Consortium led by KKR fully supports the Group’s business ambitions and strategy, which includes a commitment to launching new innovations for green mobility among its Environmental, Social and Governance (ESG) goals
  • The Consortium has a strong global track record of investments in the consumer sector, including in mobility, and a strong presence in the Netherlands. The Consortium will provide experience and resources to accelerate the growth and roll-out of the Group’s business strategy, including potential acquisitions
  • The Consortium and Accell Group believe that Accell Group would be better positioned under private ownership to make long-term investments in its business to drive future growth amid a dynamic global environment full of challenges and opportunities
  • The Group’s business and operations will be maintained in their current form under the ownership of the Consortium, the Group’s corporate identity, integrity, values and culture will be maintained, and the Group’s headquarters will remain in its current location in Heerenveen, the Netherlands
  • All existing rights and benefits of the Group’s employees will be respected and no reduction of the workforce of the Group is envisaged as a direct consequence of the Transaction or completion thereof
  • Accell Group’s existing Board of Management, comprised of CEO Ton Anbeek, CFO Ruben Baldew and, per 1 February 2022, CSCO Francesca Gamboni, will continue to lead the Group
  • The Boards of Accell Group unanimously support the Transaction and recommend the Offer
  • The Offeror has committed financing in place providing certainty of funds and high deal certainty, and will fund the Transaction through a prudent combination of equity and debt
  • The Consortium and Accell Group have been working together to put in place a prudent capital structure that will provide Accell Group with sufficient liquidity to invest in its growth initiatives and to fund its working capital requirements
  • Teslin, holding approx. 10.8% of the Shares, has irrevocably undertaken to support the Offer. Teslin will, via Teslin Acquisition, contribute a majority of its Shares to achieve an approx. 12% indirect equity stake in the Offeror upon settlement of the Offer and Teslin will tender the remainder of its Shares under the Offer
  • In addition, Hoogh Blarick, holding approx. 7.5% of the Shares, has irrevocably committed to tender its Shares under the Offer
  • The draft Offer Memorandum is expected to be submitted to the AFM in Q1 2022
  • The Offer is subject to certain customary conditions and is expected to complete in late Q2 or early Q3 2022

Heerenveen, the Netherlands, 24 January 2022 – Accell Group and the Consortium led by KKR and including Teslin are pleased to announce that a conditional agreement (the “Merger Agreement”) has been reached on a recommended public offer to be made by the Offeror for all of the issued and outstanding ordinary shares in the capital of Accell Group (each a “Share”) for EUR 58.00 in cash per Share (cum dividend) (the “Offer Price”). This represents a total consideration of approximately EUR 1.56 billion.

Rob ter Haar, Chairman of the Supervisory Board of Accell Group:
“The Supervisory Board unanimously supports the Transaction and recommends the Offer by the Consortium, which we believe will promote the sustainable success of Accell Group. The Offer reflects a compelling and immediate value for our shareholders. Having the Consortium as a strong shareholder focused on long-term value enhancement will enable Accell Group to grow its business in an accelerated timeframe and to strengthen its position as one of the world’s leading bicycle market players, against the backdrop of continued supply chain volatility and a dynamic global environment full of challenges and opportunities.”

Ton Anbeek, CEO of Accell Group:
“Today’s announcement marks an important step for Accell Group. With the Consortium as our new shareholder we will have a financially strong and knowledgeable partner to accelerate the roll-out of our existing strategic roadmap, enhance our global footprint, explore suitable acquisitions and further leverage our scale. As such, the Transaction will enable us to take a leap forward as a group which also brings along enhanced career opportunities for our employees. We continuously strive to be a leader in the bicycle industry by combining smart design and innovative technology with the best value and customer experience. With KKR coming on board as majority shareholder, and with the continued support of Teslin, we would be able to accelerate the execution of our strategic agenda, launch new innovations for green mobility and support to the benefit of people and communities.”

KKR, on behalf of the Consortium

Daan Knottenbelt, Partner, Head of Benelux at KKR:
“With Accell Group, the Consortium is committed to further developing the Netherlands as the global capital of cycling by building on the company’s leading position in European e-bikes and continuing to grow its strong heritage brands. This investment in Accell Group would build on KKR’s significant experience of investing in the Netherlands. KKR has the capabilities to support high quality Dutch businesses to accelerate their domestic and global growth ambitions, and to overcome challenges such as those Accell Group faces in the competitive global bike market.”

Tim Franks, Partner, Head of EMEA Consumer at KKR:
“Accell Group’s transport and mobility solutions have been a thematic investment focus for KKR for some time, and we believe that the bicycle sector and e-bikes in particular will play an increasingly important role in dealing with some of the major challenges the world is facing today, whether it concerns climate change, urban mobility and connected transport or personal health. The operating environment for biking is increasingly demanding and complex from a consumer experience, supply chain and digital capability perspective. As a global investor, we will deploy our resources to support Accell Group in realizing its full potential as a global industry leader and sustainable innovator.”

Strategic Rationale

The Consortium and Accell Group believe that a take-private by the Consortium promotes the sustainable success of Accell Group’s business, taking into account the interests of Accell Group’s shareholders, employees, customers, suppliers, creditors and other stakeholders. Private ownership would enable Accell Group to accelerate the execution of its strategy in the coming years through further investment in long term strategic growth initiatives, while also mitigating challenges brought about from supply chain volatility and rising inflation.

KKR and Teslin have been working closely together to prepare the Offer as announced today. The Consortium fully supports the current business strategy of Accell Group and its subsidiaries (the “Group”) and intends to make available its experience and resources to accelerate a successful execution of Accell Group’s ‘Lead Global. Win Local’ strategy. Areas of focus will include innovation and brand development, supply chain management and distribution capabilities, international expansion, acquisitions and continued ESG integration, among other areas. KKR also intends to tap the experience and support of long-term Accell Group shareholder Teslin.

KKR is a leading global investment firm with a long track record of investing in the consumer sector, including in mobility, with investments including trainline, Lyft, Gojek, Zwift, Boots and Wella, among many others. KKR is also the largest private equity investor in digital and technology in Europe and has a strong presence in the Netherlands with recent investments in Roompot, Open Dutch Fiber, QPark, Upfield, Landal1 and Exact.

As long-term investors, KKR is a partner of choice for families, founders and management, with dedicated local teams connected to a global platform focused on sustainable value creation. Social responsibility and sustainability are core elements of KKR’s investment philosophy, helping its companies to build value and mitigate risks through thoughtful ESG management.

1Completion of transaction subject to customary regulatory approvals.

Support and Recommendation by the Boards

The Consortium approached Accell Group with an initial expression of interest in November 2021. Over the past weeks, Accell Group has had constructive interactions with the Consortium and Accell Group’s board of management (the “Board of Management”) and supervisory board (the “Supervisory Board”, and together with the Board of Management, the “Boards”) have followed a thorough and careful process in which they have frequently discussed the developments.

Consistent with their fiduciary responsibilities, the Boards, with the support of their outside financial and legal advisors, have given careful consideration to all aspects of the Transaction, including the rationale for the Transaction, the interests of Accell Group’s stakeholders and the Offer Price, Non-Financial Covenants (as defined below) and other terms of the Transaction. After due and careful consideration, the Boards consider the Transaction to be in the interest of Accell Group and to promote the sustainable success of its business, taking into account the interests of its stakeholders.

Accordingly, the Boards have unanimously resolved to support the Transaction, recommend the Offer for acceptance by the holders of Shares and recommend to Accell Group’s shareholders to vote in favour of the resolutions relating to the Offer (the “Resolutions”) at a general meeting of Accell Group (the “General Meeting”) to be held during the acceptance period of the Offer, each in accordance with the terms and subject to the conditions of the Merger Agreement (the “Recommendation”). The Recommendation will be included in the position statement of Accell Group which will be published simultaneously with the publication of the Offer Memorandum.

Fairness Opinions

AXECO Corporate Finance has issued a fairness opinion to the Boards and Rabobank has issued a separate fairness opinion to the Supervisory Board, in each case to the effect that, as of such date and subject to the qualifications, limitations, and assumptions set forth in each fairness opinion, (i) the Offer Price in the Offer is fair, from a financial point of view, to the holders of the Shares (other than Teslin, Hoogh Blarick, Accell Group and the Offeror), and (ii) the purchase price payable in the Share Sale (as defined below) is fair, from a financial point of view, to Company Holdco (as defined below). The full text of such fairness opinions, each of which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with each such opinion, will be included in Accell Group’s position statement. The opinion of AXECO Corporate Finance has been given to the Boards and the opinion of Rabobank has been given to the Supervisory Board, and not to the holders of Shares. As such, the fairness opinions do not contain a recommendation to the holders of Shares as to whether they should tender their Shares under the Offer (if and when made) or how they should vote or act with respect to the Resolutions or any other matter. Irrevocable Undertakings

Accell Group’s two largest shareholders, Teslin and Hoogh Blarick, support the Transaction. Other than as set out below, no shareholders of Accell Group have been approached for an irrevocable undertaking to support the Transaction.

Teslin currently holds approx. 10.8% of the Shares for its own account. Teslin has irrevocably undertaken to support the Offer and to vote such Shares in favour of the Resolutions. Teslin will, via Teslin Acquisition, contribute a majority of its Shares to achieve an approx. 12% indirect equity stake in the Offeror upon settlement of the Offer and Teslin will tender the remainder of its Shares under the Offer in accordance with Teslin’s irrevocable undertaking.

Hoogh Blarick currently holds approx. 7.5% of the Shares. Hoogh Blarick has irrevocably undertaken to tender those Shares under the Offer and to vote such Shares in favour of the Resolutions. Subject to the Merger Agreement not having been terminated and no permitted amendment of withdrawal of the Recommendation having occurred, Messrs. Anbeek and Baldew, members of the Board of Management, have committed to tender the Shares held for their own account under the Offer and to vote such Shares in favour of the Resolutions.

The irrevocable undertakings of Teslin, Hoogh Blarick and the two members of the Board of Management to tender their Shares under the Offer represent approx. 18.3% of the Shares.

In accordance with the applicable public offer rules, any information shared about the Offer by the Offeror or Accell Group with shareholders providing an irrevocable undertaking and relevant for a shareholder in connection with the Offer will, if not published prior to the Offer Memorandum being made generally available, be included in the Offer Memorandum (if and when published). These shareholders will tender their Shares on the same terms (including price) and conditions as the other shareholders.

Fully Committed Financing for the Transaction

The Offer values 100% of the Shares at approximately EUR 1.56 billion. The Consortium and Accell Group have been working together to put in place a prudent capital structure that will provide Accell Group with sufficient liquidity to invest in its growth initiatives and to fund its working capital commitments. The Consortium will fund the Transaction through a combination of equity and debt financing, whereby the aggregate amount of debt financing constitutes less than 38% of the total financing required to fund the Transaction. As such, the Offeror has received a binding equity commitment letter from funds advised by KKR, for fully committed equity financing in an aggregate amount of EUR 1,150,000,000 (the “Equity Financing”). In addition, the Offeror has received binding debt commitments from KKR Capital Markets, Goldman Sachs and ABN AMRO for an aggregate amount of EUR 700,000,000, which are fully committed on a ‘certain funds’ basis (the “Debt Financing”). Neither the Offeror nor the Consortium has any reason to believe that any conditions to the Equity Financing or the Debt Financing will not be fulfilled on or prior to the settlement date of the Offer.

From the arranged Equity Financing and Debt Financing, the Offeror will be able to fund the acquisition of the Shares under the Offer, the purchase price under the Share Sale (if implemented), the payment or refinancing of the Group’s existing debt required to be repaid or refinanced upon settlement of the Offer, and the payment of fees and expenses related to the Offer.

Non-Financial Covenants

Accell Group and the Offeror have agreed to certain non-financial covenants in respect of, amongst others, strategy, financing, structure and governance, employees and minority shareholders for a duration of three years in general after settlement of the Offer (the “Non-Financial Covenants”), including the covenants summarized below.

Strategy

The Offeror subscribes to the Group’s business strategy (as may be updated from time to time with the prior approval of the Supervisory Board). The Offeror will support the Group to realise and accelerate such business strategy and Offeror will work with the Group to grow the business in a manner that reflects such business strategy. The Offeror intends to make additional equity capital available if required in order for the Group to finance such growth and acceleration through a balanced combination of debt and equity, subject to Accell Group’s approval policies and (financial) parameters as applicable from time to time. The business of the Group will remain substantially intact, taking into account the realisation of the Group’s business strategy, and there will be no break-up of the Group or its business units or any divestment of a substantial part of the Group. The Offeror will support the Group in furthering its current Environmental, Social and Governance (ESG) goals, which are a core element of the Group’s business strategy.

Financing

The Offeror will procure that the Group will remain prudently capitalised and financed to safeguard the continuity of the business and the execution of its business strategy (including accompanying investments). The Offeror has secured a debt financing package in the form of a term loan B to i) partly finance the Offer and ii) fully refinance the existing financing facilities of the Group directly after the settlement of the Offer. The debt structure is in line with private equity transactions of this size and nature. The Group shall not attract additional incremental debt (excluding any drawings under existing facilities available to the Group from time to time) if the Group’s net debt position exceeds, or if and to the extent that this would result in the Group’s net debt position exceeding, a maximum net leverage ratio of 5.0 times structuring EBITDA from time to time (as accepted by the Group’s lending institutions following the settlement of the Offer), excluding the revolving credit facility referred to below and any similar or equivalent financing for working capital purposes from time to time. The Group’s net leverage ratio is anticipated to decrease over time compared to the net leverage ratio directly after the settlement of the Offer as a result of performance of the Group. The debt financing at the settlement of the Offer will exist of a term loan B structure (with repayment of the full notional value at maturity) and be based on a covenant light structure and a 7-year maturity. In addition, (i) as from the settlement of the Offer, the Group will have an additional revolving credit facility at its disposal of EUR 150 million, which will be available for working capital financing and general corporate purposes, and (ii) at the settlement of the Offer, the Offeror will use reasonable efforts to procure the deposit of EUR 50 million cash in a bank account designated by Accell Group, which will be available for working capital purposes.

Structure and governance

Accell Group’s existing Board of Management, comprised of CEO Ton Anbeek, CFO Ruben Baldew and, per 1 February 2022, CSCO Francesca Gamboni, will continue to lead the Group. It is envisaged that immediately following the settlement of the Offer, the Supervisory Board will be composed of: Daan Knottenbelt and Justin Lewis-Oakes (designated by KKR) and Hein van Beuningen (designated by Teslin) (together the “New SB Members”), and Rob ter Haar and Luc Volatier (who will continue to serve on the Supervisory Board as “Independent SB Members”), with Daan Knottenbelt serving as chair of the Supervisory Board. The two Independent SB Members will be tasked in particular with monitoring compliance with the Non-Financial Covenants and any deviation from the Non-Financial Covenants will require the approval of the Supervisory Board, including the affirmative vote of at least one of the two Independent SB Members. The Offeror may decide to expand the total number of members of the Supervisory Board up to eight, after consultation with the Independent SB Members and in accordance with the full large company regime.

Accell Group will remain a separate legal entity and will continue to apply the full large company regime. The Group will continue to have its own operating and reporting structure, and its headquarters, central management and key support functions, will remain in Heerenveen, the Netherlands. The Group will maintain its corporate identity, integrity, values and culture. The Offeror envisages holding its shareholding in the Group for long-term value enhancement purposes and neither the Offeror, KKR nor Teslin have an intention to dispose of their shareholding in the Group during a period of three years after settlement of the Offer.

Employees

The existing rights and benefits of the employees of the Group will be respected, as will the Group’s current employee consultation structure and existing arrangements with any employee representative body within the Group. No reduction of the workforce of the Group is envisaged as a direct consequence of the Transaction or completion thereof.

Possible Investment by Key Management

The Consortium is focused on ensuring that Accell Group’s key management is retained and has the intention to invite members of the Board of Management and certain other key employees to participate in the Offeror after settlement of the Offer.

Pre-Offer and Offer Conditions

The commencement of the Offer is subject to the satisfaction or waiver of pre-offer conditions customary for a transaction of this kind, being:

  • no material breach of the Merger Agreement having occurred that has not been timely remedied;
  • no material adverse effect having occurred that is continuing;
  • the AFM having approved the Offer Memorandum;
  • no amendment or withdrawal of the Recommendation having occurred;
  • no Superior Offer (as defined below) having been agreed upon by the third party offeror and Accell Group and announced or having been launched;
  • no order, stay, judgment or decree having been issued by any regulatory authority that remains in full force and effect, and no regulatory authority has enacted any law, statute, rule, regulation, governmental order or injunction (any of the foregoing, a “Governmental or Court Order”), which in each case restraints or prohibits the making of the Offer in any material respect;
  • no notification having been received from the AFM stating that the Offer has been prepared or announced in violation of the provisions of chapter 5.5 of the Dutch Financial Supervision Act (Wet op het financieel toezicht; “DFSA”) or the Decree and that, pursuant to Section 5:80 paragraph 2 of the DFSA, investment firms will not be allowed to cooperate with the Offer;
  • trading in the Shares on Euronext Amsterdam not having been suspended or ended by Euronext Amsterdam;
  • no preference shares in Accell Group having been issued and remaining outstanding, the Stichting Preferente Aandelen Accell (the “Foundation”) not having exercised its call option for preference shares in Accell Group, and the Foundation having irrevocably and conditional only upon the Offer being declared unconditional agreed to termination of the option agreement with Accell Group with effect from the settlement of the Offer; and
  • the Offeror having received executed copies of resignation letters from the non-continuing members of the Supervisory Board regarding their resignation with effect as per the settlement of the Offer.

If and when made, the consummation of the Offer will be subject to the satisfaction or waiver of offer conditions customary for a transaction of this kind, being:

  • minimum acceptance level of at least 95% of Accell Group’s issued and outstanding ordinary share capital (geplaatst en uitstaand gewoon aandelenkapitaal) on a fully diluted basis, which percentage will be automatically adjusted to 80% if the general meeting of Accell Group has adopted the resolution regarding the Post-Offer Merger and Liquidation and such resolution is in full force and effect;
  • the Competition Clearances (as defined below) having been obtained;
  • the general meeting of Accell Group having adopted the resolutions relating to (i) the appointment of the New SB Members as per settlement of the Offer and (ii) certain amendments to Accell Group’s articles of association after settlement of the Offer or delisting of Accell Group;
  • no material breach of the Merger Agreement having occurred that has not been timely remedied;
  • no material adverse effect having occurred that is continuing;
  • no amendment or withdrawal of the Recommendation having occurred;
  • no Superior Offer having been agreed upon by the third party offeror and Accell Group and announced or having been launched;
  • no Governmental or Court Order being in effect that restraints or prohibits the consummation of the Transaction in any material respect;
  • no notification having been received from the AFM stating that the Offer has been prepared, announced or made in violation of the provisions of chapter 5.5 of the DFSA or the Decree and that, pursuant to section 5:80 paragraph 2 of the DFSA, investment firms will not be allowed to cooperate with the Offer;
  • trading in the Shares on Euronext Amsterdam not having been suspended or ended by Euronext Amsterdam; and
  • no preference shares in Accell Group having been issued and remaining outstanding, the Foundation not having exercised its call option for preference shares in Accell Group, and the Foundation having irrevocably and conditional only upon the Offer being declared unconditional agreed to termination of the option agreement with Accell Group with effect from the settlement of the Offer.

Post-Settlement Restructurings

The Consortium and Accell Group believe that having the Group operate in a wholly-owned set up without a listing on Euronext Amsterdam is better for the sustainable success of its business and long-term value creation. This belief is based, inter alia, on:

  • the fact that having a single shareholder with a long-term focus and operating without a public listing increases the Group’s ability to achieve the goals set out in, and implement the actions of, its strategy and the strategic benefit of the Transaction;
  • the ability to implement and focus on achieving in an accelerated time frame long-term strategic goals and operational achievements of the Group, as opposed to short-term performance driven by periodic reporting and market expectations;
  • the ability to terminate the listing of the Shares from Euronext Amsterdam, and all resulting cost savings therefrom and from having a single shareholder; and
  • the ability to achieve an efficient capital structure (both from a financing and a fiscal perspective). The Offeror and Accell Group will seek to procure the delisting of the Shares from Euronext Amsterdam, as soon as practicable after the post-acceptance period of the Offer (the “Post-Acceptance Period”).

If, after the Post-Acceptance Period, the Offeror holds at least 95% of the Shares, the Offeror will as soon as possible commence a compulsory acquisition procedure or a takeover buy-out procedure to obtain 100% of the Shares.

If, after the Post-Acceptance Period, the Offeror holds less than 95%, but at least 80% of the Shares (or such lower percentage as Accell Group, in light of the then prevailing circumstances, may agree with the Offeror prior to settlement of the Offer), the Offeror intends to acquire the entire business of the Group at the same price as the Offer pursuant to:

  • a legal triangular merger of Accell Group into a newly incorporated wholly-owned indirect subsidiary of Accell Group (Company Sub), with a newly incorporated wholly-owned direct subsidiary of Accell Group (Company Holdco, the sole shareholder of Company Sub) allotting shares to Accell Group’s shareholders in a 1:1 exchange ratio and upon which Accell Group will cease to exist and its listing on Euronext Amsterdam will terminate (the “Triangular Merger”);
  • a subsequent share sale pursuant to which Company Holdco will sell and transfer the outstanding Company Sub share(s) to the Offeror (the “Share Sale”); and
  • a subsequent dissolution and liquidation of Company Holdco (the “Liquidation”, and together with the Triangular Merger and the Share Sale, the “Post-Offer Merger and Liquidation”).

The Offeror will, with the cooperation of Accell Group, ensure that the liquidator of Company Holdco arranges for an advance liquidation distribution to the shareholders of Company Holdco, which is intended to take place on or about the date of the closing of the Share Sale and will result in a payment per share equal to the Offer Price, without any interest and less applicable withholding taxes or other taxes. The Post-Offer Merger and Liquidation is subject to the approval of Accell Group’s shareholders, which will be sought at the General Meeting.

If, after the Post-Acceptance Period, the Offeror holds less than 95% of the Shares, the Offeror may effect or cause to effect other restructurings of the Group for the purpose of achieving an optimal operational, legal, financial or fiscal structure, all in accordance with applicable laws and the terms of the Merger Agreement.

Exclusivity and Superior Offer

As part of the Merger Agreement, Accell Group has entered into customary undertakings not to solicit third party offers. If the Boards determine that Accell Group has received from a bona fide third party a written and binding unsolicited proposal relating to a public offer for all Shares, a legal merger or demerger involving Accell Group, a reverse takeover of Accell Group or an acquisition of all or substantially all of the business or assets of the Group, which in the good faith opinion of the Boards is on balance more beneficial to Accell Group and the sustainable success of its business than the Transaction and the consideration of which exceeds the Offer Price as included in this press release by at least 10% (a “Superior Offer”), Accell Group will promptly notify the Offeror in writing thereof. In such case, the Offeror has the opportunity to match such Superior Offer within twenty business days. If the Offeror timely submits to Accell Group a revised offer in writing that the Boards determine to be, on balance, at least equally beneficial to Accell Group and the sustainable success of is business as the Superior Offer, Accell Group will not accept the Superior Offer and the Offeror and Accell Group will remain bound to the Merger Agreement. If the Offeror does not timely match the Superior Offer or informs Accell Group that it does not wish to match the Superior Offer, Accell Group will be entitled to agree to the Superior Offer, in which case each of the Offeror and Accell Group may terminate the Merger Agreement.

Termination

If the Merger Agreement is terminated because of Accell Group having agreed to a Superior Offer, Accell Group shall pay the Offeror an amount of EUR 15.5 million (approx. 1% of the aggregate value of the Shares at the Offer Price). If the Merger Agreement is terminated by Accell Group because of all pre-offer conditions having been satisfied or waived and the Offeror having failed to make the Offer or all offer conditions having been satisfied or waived and the settlement of the Offer not having occurred timely, the Offeror shall pay Accell Group an amount of EUR 15.5 million (approx. 1% of the aggregate value of the Shares at the Offer Price). These rights to payment are without prejudice to the right of the Offeror or Accell Group to demand specific performance of the Merger Agreement or any liability under the Merger Agreement to the extent the amount of the liability exceeds the amount in the two preceding sentences.

Timing and Next Steps

The Offeror will make the filings with the European Commission and the Turkish Competition Authority to obtain the required competition clearances in respect of the Transaction (the “Competition Clearances”) as soon as practicable and has agreed in relation to Accell Group to take the necessary steps to obtain the Competition Clearances. The Offeror and Accell Group will closely co-operate in respect of obtaining the Competition Clearances and are confident that the Offeror will secure the Competition Clearances within the timetable of the Offer.

The Offeror will launch the Offer as soon as practically possible and in accordance with the applicable statutory timetable, subject to satisfaction or waiver of the pre-offer conditions. The Offeror will submit a first draft of the Offer Memorandum to the AFM as soon as practicable. The Offer Memorandum will be published shortly after approval, which is expected to occur in Q2 2022, subject to satisfaction or waiver of the pre-offer conditions.

Accell Group will hold the General Meeting at least six business days before the offer period ends, in accordance with section 18, paragraph 1 of the Decree, to inform the shareholders about the Transaction and to adopt the Resolutions (including with respect to the Post-Offer Merger and Liquidation).

Based on the required steps and subject to the necessary approvals, Accell Group and the Offeror anticipate that the Offer will close in late Q2 or early Q3 2022.

Advisors

AXECO Corporate Finance is acting as financial advisor and NautaDutilh N.V. is acting as legal advisor to Accell Group. Rabobank is acting as independent financial advisor and WAKKIE+PERRICK is acting as independent legal advisor to the Supervisory Board. CFF Communications is acting as Accell Group’s communications advisor.

On behalf of KKR and the Consortium, Goldman Sachs is acting as financial advisor, Clifford Chance LLP as legal advisor and Meines Holla & Partners as communications advisor. Allen & Overy LLP is acting as Teslin’s legal advisor.

For More Information:
Media enquiries Accell Group
CFF Communications
Frank Jansen / Anja Höchle: : + 31 6 21 54 23 69 / +31 6 31 97 33 75
frank.jansen@cffcommunications.nl / anja.hoechle@cffcommunications.nl

Media enquiries Consortium
Meines Holla & Partners
Corina Holla +31 6 12754036 / corinaholla@meinesholla.nl

About Accell Group

We believe cycling moves the world forward. We design simple and smart solutions in order to create a fantastic cycling experience for everyone who uses our bikes. Accell Group makes bicycles, bicycle parts and accessories. We are the European market leader in e‐bikes and second largest in bicycle parts and accessories, with numerous leading European bicycle brands under one roof. These brands were built by pioneers for whom the best was not good enough. We still embody the entrepreneurial spirit of those family businesses to this day. We keep pushing ourselves to create high‐quality, high performance, cutting‐edge products driven by the continuous exchange of know‐how and craftsmanship. Well‐known bicycle brands in our portfolio include Haibike, Winora, Ghost, Batavus, Koga, Lapierre, Raleigh, Sparta, Babboe and Carqon. XLC is our brand for bicycle parts and accessories. Accell Group employs approximately 3,100 people across 15 countries.

About KKR

KKR is a leading global investment firm that offers alternative asset management and capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of The Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

 

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The Purple Guys continues strategic expansion with the acquisition of Technology Pointe

Kian Capital

JAN 20, 2022

Kian Capital-backed The Purple Guys, a leading provider of managed IT services to small and mid-sized organizations, completed the acquisition of Technology Pointe (“Tech Pointe”), an Austin, Texas-based IT managed services provider. The investment achieves The Purple Guys’ goals of expanding into Texas, adding scale to its solutions portfolio and bringing together teams of high-performing and talented employees in support of a growing and complementary client base.

 

Tech Pointe has over 20 years of experience providing best-in-class managed IT services, strategy and support to the small to medium-sized business (“SMB”) community across a range of industries throughout the state of Texas. The company’s demonstrated client-first focus and market-leading presence in Austin and Dallas will significantly enhance The Purple Guys’ platform.

 

Kevin Cook, CEO of The Purple Guys, stated, “As we continue to deliver on our promise to create a new industry standard for managed IT services to the SMB community, we are excited to once again expand our presence with the acquisition of another forward-looking leader in the space. Chuck Cobern, Glenn Iltis and the talented team at Tech Pointe created a market-leading outsourced IT experience for their clients, and we look forward to building on their success.”

 

“Joining The Purple Guys is an exciting time for our team,” said Chuck Cobern, Founder of Tech Pointe. “It was imperative for Glenn and me to find a partner that values our employees and clients as much as we do. By combining our capabilities with those of The Purple Guys, we have an unprecedented opportunity to add tremendous value to the services we provide to support our clients’ IT needs. Furthermore, our employees are set to benefit significantly from the new opportunities that lie ahead.”

 

Tech Pointe marks the fourth acquisition for The Purple Guys since the formation of its partnership with Kian Capital and ParkSouth Ventures in January 2020 and the first since announcing its rebranding. Cook added, “We remain committed to our strategic growth plan to add scale and innovation for our clients while preserving our people-first culture. Tech Pointe will play an important role in our future success, and in 2022 we plan to continue executing our acquisition strategy across the Central and Southern U.S.”

 

Matt Levenson, Partner at Kian Capital, commented, “Increasing complexity and security concerns have made IT management a core strategic priority for SMB decision-makers. The Purple Guys has successfully executed several important growth initiatives over the past year—both organically and through strategic acquisitions—to better address the complex needs of their customers. We have been looking for a strategic partner with roots in Texas and Tech Pointe presents a significant opportunity to expand on the company’s success and drive continued growth throughout the state. We are thrilled with the prospects of this new partnership and those to come.”

 

The Purple Guys is actively seeking partnerships with founders in the managed IT services space. Business owners interested in learning more should contact David Duke, Partner, Business Development at Kian, at dduke@kiancapital.com.

 

Robinson, Bradshaw & Hinson, P.A. acted as legal advisor to Kian Capital.

ABOUT THE PURPLE GUYS

The Purple Guys is a leading provider of comprehensive managed IT services to small and mid-sized businesses. We focus on our clients’ IT so they don’t have to. As trusted members of our clients’ teams, we work hard on their behalf to help their businesses grow and succeed by ensuring secure, reliable and cost-effective IT systems. The Purple Guys has offices in Shreveport and New Orleans, Louisiana; Kansas City, Kansas; St. Louis, Missouri; and now Austin and Dallas, Texas, employing more than 180 highly trained team members serving businesses throughout the Central and Southern U.S.

 

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HENT signs major collaboration contract with FREYR for new battery factories in Norway

Ratos

The Norwegian construction company HENT AS, which is 73% owned by Ratos, has signed a major collaboration contract with FREYR Battery Norway AS. The contract pertains to the construction of new factories to manufacture batteries that will reduce carbon emissions from the rapidly expanding global market for electric mobility.

FREYR is planning to build factories to produce up to 43 GWh of battery cell capacity by 2025 and up to 83 GWh in annual capacity by 2028. The first factories will be established in the Mo i Rana Industrial Park in Norway.

The first stage in the development is the construction of a 13,000-square-metre customer qualification plant. Stage two of the establishment process in Mo i Rana is to construct the first gigafactory (GF) of approximately 100,000 square metres, which following a gradual increase in production lines will have a total annual production capacity of 11.9 GWh.

“As HENT’s owner, we are pleased with this development. HENT is going from strength to strength, and is securing significant collaboration contracts. The company is known for its collaborative model and expertise in complex projects, which is obviously attractive when landmarks are to be built or new ground broken. Further proof of this is the commission to be part of constructing the battery factories,” says Christian Johansson Gebauer, Chairman of the Board of HENT and President Business Area, Construction and Services, Ratos.

FREYR and HENT have entered into a collaboration contract for the first coordination phase. The contract will extend until the final investment decision has been taken for the gigafactory. The intention is to then to proceed with an agreement between the parties to also collaborate in the second phase.

About HENT AS
HENT is a leading construction company that mainly works with new construction of public and commercial real estate. HENT focuses on project development, project management and purchasing. Its projects are carried out with their own project administration and in collaboration with a knowledgeable network of quality-assured subcontractors. They conduct projects throughout Norway and in selected segments in Sweden and Denmark.

About FREYR Battery Norway AS
FREYR is a pioneering manufacturer of clean battery solutions for a better planet. FREYR is driven by cost-efficient hydro and wind power and designs and manufactures high-density, cost-stable lithium ion batteries with a lower carbon footprint for the rapidly expanding global market for electric mobility, stationary energy storage and marine and aviation applications.

For further information, please contact:
Christian Johansson Gebauer
Chairman of the Board of HENT and President Business Area, Construction & Services, Ratos
+46 8 700 17 00

Josefine Uppling
VP Communications, Ratos
+46 76 114 54 21

About Ratos:
Ratos is a business group consisting of 13 companies divided into three business areas: Construction & Services, Consumer and Industry. In total 2020, the companies have approximately SEK 36 billion in sales. Our business concept is to develop companies headquartered in the Nordics that are or can become market leaders. We enable independent companies to excel by being part of something larger. People, leadership, culture and values are key focus areas for Ratos. Everything we do is based on Ratos’s core values: Simplicity, Speed in Execution and It’s All About People.

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KKR acquires Merchants Mortgage Trust & Corporation

KKR

January 19, 2022

Residential Bridge Mortgage Company Joins KKR’s Portfolio of Asset-Based Finance Investments

NEW YORK–(BUSINESS WIRE)– KKR, a leading global investment firm, today announced that KKR has acquired Merchants Mortgage Trust & Corporation, LLC (“MMTC” or the “Company”), a real estate lending platform specializing in short-term mortgage products for experienced individual residential real estate investors. KKR is making its investment in MMTC through its private credit funds and accounts as part of the firm’s Asset-Based Finance (ABF) investment strategy, which pursues privately originated investments backed by diversified pools of hard and financial assets.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20220119005744/en/

MMTC’s Chief Executive Officer, Justin Land, and the existing management team will continue to lead the Company. KKR’s investment provides MMTC with access to long-term capital to grow its origination activity and support the expansion of its product offerings, geographic footprint and financing capabilities. As a part of this transaction, MMTC will also acquire the outstanding interests in its affiliate, Orchard Funding.

Founded in 1961 and headquartered in Denver, Colorado, MMTC primarily originates residential bridge loans for private investors that are predominantly used for property rehabilitation with a focus on one-to-four unit residential properties. MMTC operates in growing markets across the western United States with a strong presence in Colorado, Arizona and California. The Company’s financing solutions enable community-based entrepreneurs to improve the quality of U.S. residential housing stock by investing in renovations and new construction.

“The support and long-term capital provided by KKR will accelerate our growth and broaden and enhance our ability to meet the financing needs of our customers. We look forward to working with KKR and realizing the benefits this strategic partnership will bring to MMTC and to the entrepreneurs we are proud to finance,” said Land.

MMTC has significantly expanded its lending activity in recent years and in 2021 originated more than $500 million in loans to approximately 500 different borrowers. Through its investment, KKR’s credit strategies will gain exposure to a pool of directly originated, primarily short-term residential real estate loans made to a group of high-quality borrowers.

“By enabling entrepreneurs to invest in residential real estate, MMTC is contributing to the long-term resilience of the U.S. housing market, which we are excited to support through our ABF strategy,” said Daniel Pietrzak, Partner and Co-head of Private Credit at KKR. “We look forward to working with the Company’s talented management team as they continue to grow MMTC’s already strong market presence in the U.S.”

KKR has deployed more than $5 billion in 49 ABF investments globally since 2016. KKR’s ABF portfolio includes several independently operating proprietary loan origination platforms focused on themes in consumer/mortgage finance, hard assets, SME and contractual cash flows. KKR has established these lending businesses in partnership with experienced industry management teams to pursue specific lending markets that the firm finds attractive.

Financial terms of the transaction were not disclosed.

Hovde Group and Wells Fargo served as financial advisors to MMTC and Otteson Shapiro LLP and Hunton Andrews Kurth acted as legal advisors. Sidley Austin LLP served as legal counsel to KKR.

About Merchants Mortgage Trust & Corporation

Merchants Mortgage & Trust Company, LLC is a real estate finance company that originates and finances residential mortgages primarily to private investors purchasing 1 to 4 family homes. Founded in 1961 and headquartered in Denver, Colorado, Merchants primarily operates in growing markets in the western United States. Merchants provides a range of products to its customer base including bridge, rental and ground-up construction loans. The company is focused on providing a superior product to its customers with high levels of customer service, rapid funding and competitive pricing.

About KKR

KKR is a leading global investment firm that offers alternative asset management and capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of The Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

Media Contacts
Julia Kosygina and Miles Radcliffe-Trenner
212-750-8300
media@kkr.com

Source: KKR

Categories: News

EQT sets target fund size of EQT X at EUR 20 billion

eqt

THIS IS INFORMATION THAT EQT AB (PUBL) IS OBLIGED TO MAKE PUBLIC PURSUANT TO THE EU MARKET ABUSE REGULATION. THE INFORMATION WAS SUBMITTED FOR PUBLICATION, THROUGH THE AGENCY OF THE CONTACT PERSON SET OUT BELOW AT 19:15 CET ON 18 JANUARY 2022.

EQT has today set the target size for the EQT X fund at EUR 20 billion. The actual fund size is dependent on the outcome of the fundraising process and may ultimately be higher or lower than the target size. The EQT X fund’s investment strategy and commercial terms are expected to be materially in line with predecessor fund EQT IX.

To ensure continuity between two fund generations, EQT’s capital raisings usually follow a cycle with successor funds generally targeted to be in a position to commence investment activities when the predecessor fund is close to being fully invested. This means that the commitment period of the predecessor fund typically ends when approximately 80 to 90 percent of its total commitments are invested, with remaining commitments used primarily for add-on acquisitions and strategic capital injections as well as for ongoing expenses.

Management fees for the successor fund will be charged from the earlier of (i) the date of closing of the first investment by the successor fund; or (ii) the date of termination of the commitment period of the predecessor fund. Management fees on the predecessor fund are thereafter based on net invested capital.

Contact
Olof Svensson, Head of Shareholder Relations, +46 72 989 09 15
EQT Press Office, press@eqtpartners.com, +46 8 506 55 334

The information contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation. Any offer or solicitation in respect of EQT X will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. The information contained herein is not for publication or distribution to persons in the United States of America.  Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities to be made in the United States would have to be made by means of an offering document that would be obtainable from the issuer or its agents and would contain detailed information about the issuer of the securities and its management, as well as financial information. The securities may not be offered or sold in the United States absent registration or an exemption from registration.

About EQT
EQT is a purpose-driven global investment organization focused on active ownership strategies. With a Nordic heritage and a global mindset, EQT has a track record of almost three decades of delivering consistent and attractive returns across multiple geographies, sectors and strategies. Uniquely, EQT is the only large private markets firm in the world with investment strategies covering all phases of a business’ development, from start-up to maturity. EQT today has more than EUR 70 billion in assets under management across 27 active funds within two business segments – Private Capital and Real Assets.

With its roots in the Wallenberg family’s entrepreneurial mindset and philosophy of long-term ownership, EQT is guided by a set of strong values and a distinct corporate culture. EQT manages and advises funds and vehicles that invest across the world with the mission to future-proof companies, generate attractive returns and make a positive impact with everything EQT does.

The EQT AB Group comprises EQT AB (publ) and its direct and indirect subsidiaries, which include general partners and fund managers of EQT funds as well as entities advising EQT funds. EQT has offices in 24 countries across Europe, Asia-Pacific and the Americas and has more than 1,100 employees.

More info: www.eqtgroup.com
Follow EQT on LinkedIn, Twitter, YouTube and Instagram

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Carlyle provides c. £370m in debt financing for Caffè Nero

London, UK – 17 January 2022 – Global investment firm Carlyle (NASDAQ: CG) today announced that its Global Credit platform has provided a debt financing package of c. £370 million to support the refinancing and future growth of The Caffè Nero Group (the “Group”), a leading operator of premium coffee shops.

Founded over 20 years ago by Gerry Ford, who remains CEO today, The Caffè Nero Group operates four premium coffee house brands: Caffè Nero, Coffee #1, Harris + Hoole, and Aroma. The Group has over 1,000 stores across 10 countries, of which c. 750 are based in the UK, and employs more than 7,700 people, with over 5,600 of these individuals based in the UK.

As a result of this transaction, the Group has reduced its debt exposure while strengthening the company’s balance sheet and providing it with additional funds to support its growth plans. The ownership structure of the Group remains unchanged, with the majority shareholding remaining with Gerry Ford and his family and friends.

Gerry Ford, Founder & CEO of The Caffè Nero Group, said: “Our new capital structure will allow us to focus on future growth, and I very much look forward to working with Carlyle as we leverage their financial and strategic expertise to take the Caffè Nero brand to new heights.”

Taj Sidhu, Head of European Illiquid Credit at Carlyle, said: “We look forward to supporting Caffè Nero Founder & CEO Gerry Ford and his team in their next phase of growth. This transaction is a great example of Carlyle’s flexible capital and track record in privately negotiating capital solutions for founders and entrepreneurs.”

Merrill Goulding, a Managing Director in Carlyle’s Illiquid Credit platform, said: “We are delighted to partner with Caffè Nero, a much-loved high street brand thanks to its reputation for providing high-quality, premium coffee over several decades. We are excited to support the many growth opportunities that lie ahead for the company as it continues to capitalise on its competitive offering and market-leading positioning.”

Within Carlyle’s $66 billion Global Credit platform, its Illiquid Credit business pursues investments in privately negotiated capital solutions primarily for upper middle market borrowers, including both private equity sponsored and family or entrepreneur-owned companies.

ENDS

 

Media Contact:

Andrew Kenny
andrew.kenny@carlyle.com
+44 7816 176120

About Carlyle

Carlyle (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across three business segments: Global Private Equity, Global Credit and Global Investment Solutions. With $293 billion of assets under management as of September 30, 2021, Carlyle’s purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. Carlyle employs more than 1,800 people in 26 offices across five continents. Further information is available at www.carlyle.com. Follow Carlyle on Twitter @OneCarlyle.

 

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Ardian acquires from White Bridge Investments a majority stake in Biofarma Group, the Italian and European leader in the development, manufacture and packaging of food supplements, medical devices, probiotic-based products and cosmetics.

Ardian
  • 17 January 2022 Buyout Italy, Milan

The Scarpa family will retain its current 30% stake in the group in partnership with Ardian. Maurizio Castorina will continue to lead the company as CEO.

Today Ardian, a world leading private investment house, announces the acquisition from White Bridge Investments of a majority stake in Biofarma Group, a company active in the development, manufacturing and packaging of food supplements, medical devices and cosmetics. Germano Scarpa and Gabriella Tavasani, members of the founding family, will reinvest in the company alongside Ardian.

Under the leadership of CEO, Maurizio Castorina, Biofarma has become the Italian and European leader in the market, through the consolidation of complementary companies. Since 2016, the company has grown from around €30m in sales to more than €230m, thanks to double-digit organic growth and intense M&A activity (consisting of 5 acquisitions in 4 years). To date, almost 50% of its turnover is generated in international markets, benefiting from partnerships with several global clients.

As a result of the integration of recently acquired companies, and thanks to significant investments into R&D and state-of-the-art production facilities, Biofarma is now recognised as the innovation leader in its sector, offering customers a broad range of technological solutions and proprietary formulations, by anticipating market trends. This leading position, especially in the probiotics segment, has allowed the company to grow in Europe, by gaining market share with international clients.

The partnership with Ardian will facilitate further consolidation and international development, through continued investment in technological excellence, offer diversification and formulation of new products and, at the same time, preserve the current corporate culture.

“The nutraceutical sector is already benefitting from strong growth driven by secular trends, such as the importance attributed by customers to prevention, and Italy represents an excellence in this market recognised worldwide. Biofarma is undoubtedly the technological leader and natural consolidator of the industry, so we are very pleased to partner-up with the Group’s management and the Scarpa family on this project, which will lead to an acceleration of Biofarma’s growth, also at an international level.” YANN CHARETON, ARDIAN MANAGING DIRECTOR

“It is with great satisfaction that I look back at the last 2 years, in which the Biofarma Group achieved important milestones. I therefore want to thank our current financial partner White Bridge Investments and all the organization for the dedication and determination in achieving such ambitious targets, also considering the difficulties brought by the historic moment we are living in. The next years will be even more stimulating considering our willingness to make our Group compete at an international level, and we are convinced that with Ardian we will be able to achieve such goal, not only for the great professional capabilities of this prestigious financial partner, but also because we share the same fundamental corporate and entrepreneurial values, which are the ones that make a firm unique.”  GERMANO SCARPA, BIOFARMA GROUP CHAIRMAN

“This transaction with Ardian will allow Biofarma Group to become the first global player specialised in the nutraceutical sector. New resources will enable us to continue the excellent growth and aggregation path realised in recent years thanks to the support of White Bridge Investments, and evaluate new interesting opportunities for international expansion in Europe, APAC, and the United States. Moreover, Biofarma Group will continue to significantly invest in research and innovation, real differentiating factors in our market, allowing Biofarma consolidate its leadership position.” MAURIZIO CASTORINA, BIOFARMA GROUP CEO

“We have pursued with great success – also thanks to the important contribution of the management team led by Maurizio Castorina and of the Scarpa family – an industrial project of aggregation of leading Italian companies in the nutraceuticals space to create a player with an international leading position. We believe that the transaction with Ardian will allow the Biofarma Group to continue this path, leveraging on the competences, expertise, and financial resources of the new partner.” MARCO PINCIROLI, WHITE BRIDGE INVESTMENTS CHAIRMAN AND CEO

ADVISOR

  • Ardian

    • M&A Advisors: Nomura (lead advisor) | BNPP | Mediobanca – Banca di Credito Finanziario S.p.A.
    • Debt Advisor: Houlihan Lokey
    • Legal Advisors: Gianni & Origoni | Weil, Gotshal & Manges and Gattai, Minoli, Partners (financing)
    • Commercial Due Diligence: BCG
    • Financial Due Diligence: PricewaterhouseCoopers
    • Tax Due Diligence & Advisor: Gitti and Partners
    • ESG & Environmental Due Diligence: Tauw
  • WHITE BRIDGE INVESTMENTS

    • M&A Co-Advisors: Matteo Canonaco – Canson Capital | Fausto Rinallo – Ethica Group
    • Legal Advisors: avv. Matteo Delucchi – Giovannelli & Associati
    • Tax Advisor: Paolo Ludovici and Michele Aprile – Gatti, Pavesi, Bianchi e Ludovici
    • Vendor Financial Due Diligence: Marco Bastasin – Deloitte
  • SCARPA FAMILY

    • Financial, Tax and Legal: Molaro – Pezzetta – Romanelli – Del Fabbro & Partners

 

ARDIAN

Ardian is a world-leading private investment house with $120 billion assets under management across Europe, the Americas and Asia. The company, which is majority-owned by its employees, is driven by an entrepreneurial spirit and focused on generating for its investors superior performance globally. Through its commitment to shared outcomes for all stakeholders, Ardian’s activities fuel individual, corporate and economic growth around the world. Holding close its core values of excellence, loyalty and entrepreneurship, Ardian maintains a truly global network, with more than 800 employees in 15 offices across Europe (Frankfurt, Jersey, London, Luxembourg, Madrid, Milan, Paris and Zurich), the Americas (New York, San Francisco and Santiago) and Asia (Beijing, Singapore, Tokyo and Seoul). The company manages funds on behalf of approximately 1,200 clients across five pillars of investment expertise: Funds of Funds, Direct Funds, Infrastructure, Real Estate and Private Debt.

 

BIOFARMA GROUP

Biofarma Group is the leader in Italy and Europe in the development, manufacturing, and packaging of food supplements, medical devices, probiotic-based products, and cosmetics. The Group is the result of a path of aggregation of 6 complementary nutraceuticals companies (Nutrilinea, Pharcoterm, Apharm, Claire, Biofarma, and the ‘Health Science’ division of Giellepi). As of today, the Group has revenue in excess of €230m and more than 800 employees.
Biofarma offers its clients an integrated offer, from research and development, to manufacturing and packaging of finished dosage form products, including regulatory support. The Group is recognized as the innovative leader in its market, offering its customers a broad portfolio of technologies and proprietary formulations by anticipating market trends.
The company has 4 manufacturing facilities in Mereto di Tomba (UD) (Headquarter), Gallarate (VA), San Pietro Viminario (PD), and Cusano Milanino (MI), and has 3 research and development centers which employ more than 50 R&D specialists.

 

WHITE BRIDGE INVESTMENTS

White Bridge Investments is a holding company investing in Italian companies with high-growth potential, and with the opportunity to become consolidation platforms in their reference sectors. Since its foundation in 2013, White Bridge Investments completed a total of 32 investments, of which 12 direct investments and 20 add-ons through its portfolio companies.

Press contact

ARDIAN

Image Building

ardian@imagebuilding.it Tel.: 02 89011300

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KINNEVIK invests usd 60 million in Transcarent – the first comprehensive helath and care experience company for self-insured employers

Kinnevik
11 Jan 2022, 1:01 PM

Kinnevik AB (publ) (“Kinnevik”) today announced that it has invested USD 60m in Transcarent, a new and different health and care experience company for employees of self-insured employers and their families. Transcarent is led by Glen Tullman, the Founder and former Executive Chairman and Chief Executive Officer of Livongo, one of Kinnevik’s first healthcare investments.

Health benefit costs for US employers continue to rise unabated and are expected to increase by more than 5% in 2022 on the back of a 50% increase over the last decade, more than twice the rate of GDP growth. 85% of employers are prioritising healthcare affordability over the next two years as worries over the impact of the pandemic linger, according to a survey by Willis Towers Watson. An increasing portion of healthcare costs are paid by employees directly due to high deductibles and co-insurance, and as a result are now the number one cause of bankruptcy for American families. Employers are urgently looking for innovative approaches to absorb the employee cost share and lower cost in general.

Almost 70% of employees in the US work for self-insured employers, meaning the employers work with health plans for administrative services and access to a network of doctors, but ultimately pay for the cost of care themselves.

Technology enabled services can reduce an employer’s healthcare costs by specialising in specific areas, engaging employees digitally, using data science to track results and thereby provide more targeted and cost-effective care. HR and corporate-benefit directors, the main customers for these solutions, are generally excited about their potential to lower costs and improve health outcomes. However, the explosion of services has made it difficult for buyers to prioritise and assess specialised solutions.

Transcarent is addressing these problems of spiralling cost and fragmentation of solutions, by building a comprehensive, curated platform of care services for self-insured employers and their employees to deliver a single, easy-to-understand digital interface providing a personalised health and care experience for virtually all of the most common and most challenging needs. This includes everything from essential care such as primary and urgent care, to higher acuity and specialty care. Transcarent provides its Members with digital and live human guidance to find the best care provider, and offers easy access to high-value care. Most Members receive no bills and don’t incur any out of pocket expenses. This is because Transcarent offers what no other health and care experience company does today – a value based model that pays providers up-front, leaves employers without any per-employee-per-month fees, and absorbs the employee cost share – paid for by sharing upside with employers from reducing their cost of care, allowing for full alignment.

Led by Glen Tullman, the Founder and former Executive Chairman and Chief Executive Officer of Livongo, Transcarent is on a mission to reinvent the way consumers experience and make decisions about their health and well-being by combining software, technology, health guides and data science.

Christian Scherrer, Investment Manager at Kinnevik, commented: “Transcarent fits squarely into our investment thesis and complements our healthcare portfolio ideally. The focus on consumer choice, the mission to align incentives between providers and health consumers, and the ability to create a more equitable healthcare industry by providing everyone with the same high quality experience, no matter the Member’s background or position in a corporation, is appealing to us. We are delighted to partner with Glen for a second time on the back of the incredible success at Livongo.”

Glen Tullman, Founder and CEO at Transcarent, commented: “Kinnevik, as a long term, visionary investor with a strong commitment towards value-based care, is an ideal partner for us once again. We are serving an enormous Client need at Transcarent and have the opportunity to change the healthcare industry for the better and at an accelerated pace. We are excited to continue our relationship.”

Kinnevik led the USD 200m funding round together with previous Livongo co-investor Human Capital, joined by Ally Bridge Group and a number of leading US health systems, and will own approximately 3% of the company. The funding round also included participation from existing investors including previous Livongo co-investors General Catalyst, 7wireVentures and Merck Global Health Innovation Fund. This funding round brings Transcarent’s total funding raised to USD 298m in just over one year and highlights the growing demand by self-insured employers and innovative health plans for Transcarent’s new and different approach to how self-insured employers manage their benefits strategy and value-based health and care delivery experiences for employees and their dependents.

Kinnevik’s USD 60m investment and ambition to support Transcarent with more capital over the coming years comes on the back of having released some USD 240m out of Kinnevik’s Teladoc investment by selling one-third of Kinnevik’s stake during December last year, as part of its strategy to reallocate capital dynamically.

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Biotalys and Olon enter into long-term partnership for the production of protein-based biocontrols

GIMV

12/01/2022 – 07:00 | Portfolio

Relying on its leading expertise in microbial fermentation, Olon Group will manufacture Biotalys’ biocontrols beginning with Evoca

Major step forward in terms of production efficiency and scalability

Ghent, BELGIUM, and Milan, ITALY – 12 January 2022, 07:00 CET – Biotalys (Euronext – BTLS), an Agricultural Technology (AgTech) company protecting crops and food with protein-based biocontrol solutions, and Olon, a world-leading contract development and manufacturing organization, today announced a long-term strategic partnership for the manufacturing of Biotalys’ biocontrol products. The partnership is driven by the common vision of transforming food protection with unique protein-based biocontrol solutions and secures the global supply of Biotalys’ newly developed biofungicide, Evoca™*, planned for market introduction in the United States in the second half of 2022 – pending regulatory approval.

Evoca, the first protein-based biocontrol in the Biotalys pipeline, aims to provide fruit and vegetable growers with a new rotation partner in integrated pest management (IPM) programs. It helps control diseases such as Botrytis and powdery mildew, thus reducing the dependency on chemical pesticides with corresponding residues in harvested produce while offering a distinctive new tool to manage pathogen resistance development.

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