Category Archives: News

Outcome of the optional dividend for the financial year 2020/2021: 63% of the dividend rights on the financial year 2020/2021 are distributed in the form of new ordinary shares, resulting in a capital increase of EUR 28.7 million

GIMV
Topic: Dividend

Gimv today announced that 63% of the dividend rights on the financial year 2020/2021 had been presented in return for 607 374 new ordinary shares, for a total amount of EUR 28.7 million.

Gimv’s AGM on 30 June 2021 approved the distribution of a gross dividend of EUR 2.50 per share (EUR 1.75 net) for the financial year 2020/2021. In addition, Gimv offered shareholders the option of subscribing to new ordinary shares, each share being exchanged for 27 dividend rights on the financial year 2020/21 (EUR 47.25), or of taking a cash dividend or a combination of both. The new shares will be of the same type as the existing shares (with no right to a reduced withholding tax) and give entitlement to payment of a dividend from Gimv’s profits as from 1 April 2021. Gimv shareholders were asked to communicate their choice between 7 and 27 July 2021.

16 399 098 dividend rights on the financial year 2020/2021 were presented in exchange for 607 374 new ordinary shares, for a total amount of EUR 28.7 million. 49% of the shareholders in free float opted for payment in shares, VPM for 100% of its participation. These new shares will be issued on 30 July 2021 and will be admitted to listing on Euronext Brussels on the same date. The balance of the dividend will also be distributed on 30 July 2021 in cash, amounting to a gross total of EUR 36.4 million.

As a result of this capital increase, Gimv’s equity (group’s share) will amount to EUR 1 303.0 million (1) and will be represented by 26 654 508 ordinary shares. Each of these shares carries one voting right at the general shareholders meetings and the total number of shares indicated above will represent the denominator for purposes of notifications under the transparency regulations. VPM, Gimv’s reference shareholder, opted for payment in shares on 100% of its shareholding and now holds 7 342 899 shares, equating to 27.55% of the capital. Consequently, Gimv’s free float amounts to 72.45%.

This capital increase adds EUR 28.7 million to Gimv’s equity, in contrast to the situation that would have prevailed had the dividend entirely been paid in cash. The cash which is not paid out will be used by Gimv to finance growth and further expand its portfolio.

Key financial dates

  • Payment date dividend for 2020/2021 financial year and listing new shares on Euronext Brussels – 30 July 2021
  • Results 1H 2021/2022 (1 April 2021 -30 September 2021) – 18 November 2021

(1)  Most recently published equity value (group’s share) as at 31 March 2021, increased with the amount of the capital increase.

Read the full press release:

English – French – Dutch
Gimv
Karel Oomsstraat 37, 2018 Antwerpen, Belgium
www.gimv.com

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Audax Private Equity to Sell Reedy Industries to Partners Group

Audax Group

Audax Private Equity (“Audax”) today announced that it has signed a definitive agreement to sell Reedy Industries (“Reedy” or the “Company”), a leading provider of commercial heating, ventilation and air conditioning (“HVAC”), to Partners Group, acting on behalf of its clients. Audax will continue to be an investor in the Company and remain on the Company’s board of directors. Terms of the transaction were not disclosed.
Founded in 1930, Reedy Industries serves commercial, industrial, and municipal buildings in the United States through its HVAC services, mechanical building automation, controls, and energy solutions. With 9,000 customers and nearly 5,000 preventative maintenance contracts, Reedy helps its customers reduce maintenance costs, optimize asset performance and improve energy efficiency to create healthier, more cost-effective environments. Through an active expansion strategy led by Reedy’s highly experienced management team, the company expanded into a multi-regional platform serving the Midwest, Mountain West, South, and Southeast regions.

Since Audax’ investment in 2019, Reedy has undergone a period of growth and transformation, which included:
* Completing 15 add-on acquisitions to date to create a multi-regional commercial HVAC and building controls platform diversified across end-markets, customers, geographies, and service lines;
* Building a world-class management team; and
* Investing in technology and infrastructure to support the company’s long-term growth.

Don Bramley, Managing Director at Audax, said, “The Reedy team has built an exceptionally strong business. We are proud to have partnered with management and supported the company’s growth during this pivotal time. We strongly believe Reedy is setting the standard for premier commercial and industrial building services and wish Joe and the entire Reedy team continued success on their next phase of growth with Partners Group.”

Joe Kirmser, CEO of Reedy Industries, said, “The Audax team has been an incredible partner over the past two years. With their support we have executed numerous add-on acquisitions to further our mission of providing high-quality service to our customers, and, we believe, position Reedy for sustainable, long-term growth. We are thankful for Audax’ partnership, which has been instrumental in driving our geographic expansion, and look forward to continuing to execute on our strategy alongside Partners Group.”

Truist served as financial advisor and Kirkland & Ellis served as legal advisor to Audax and Reedy.

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Ardian arranges a unitranche financing to support the acquisition of Lagarrigue by Naxicap Partners

Ardian

27 July 2021 Private Debt France, Paris

Paris, July 27th, 2021 – Ardian, a world leading private investment house, today announces the arrangement of a unitranche facility with the participation of a wholly-owned subsidiary division of Caisse de dépôt et placement du Québec (CDPQ), a global investment group, to support the investment of Naxicap Partners in Lagarrigue, a leading global specialist in large scale external orthopedic devices for the treatment of disabilities, alongside the Company’s management.

Headquartered in Toulouse and founded in 1976, the French-based Group has extended its presence since 2016 into neighboring countries, such as Belgium, Switzerland and Spain. This development was enabled by an active acquisition strategy, which now results in over 30% of its sales being achieved internationally.

Together with Naxicap, the Group has built an ambitious roadmap projected to expand its network of agencies and strengthen its strategy of vertical integration into the production of components and the development of digital technologies dedicated to ortho-prosthetists. Social and Environmental Responsibility is at the heart of Lagarrigue’s business model which focuses on the well-being and care of all patients, inclusive of all ability, age or level of independence.

Jean-Pierre Mahé and Alain Montean, respectively Chairman and CEO of the Lagarrigue Group, stated: “The last five years have enabled us to accelerate the transformation of our company. In partnership with Naxicap, whom we thank for their trust, we will keep capitalizing on the Group’s values and the fundamentals of our model in order to consolidate our market and enter new geographies. We are glad to carry on our adventure with Ardian, on the financing side this time, and CDPQ around the table, and we know they will continue to be trusted partners for the Group.”

“We are thrilled to announce the acquisition of a majority stake in Lagarrigue alongside Jean-Pierre Mahé, Alain Montean, Nathalie Baracetti and their teams. The Group’s expertise, its global positioning and the values of its management team make it a rare investment opportunity and a highly motivating challenge”, said Luc Bertholat, Member of the Board of Naxicap Partners, and his team.

Grégory Pernot, Managing Director in the Private Debt team at Ardian underlined: “We are very pleased to be involved in this new chapter of Lagarrigue’s development, which has showcased an impressive historical growth both organically and via acquisitions, thanks to the excellent quality of its management team. We thank Naxicap and Lagarrigue for their trust and are eager to prove once more that Ardian is a valuable long-term partner.”

ABOUT ARDIAN

Ardian is a world-leading private investment house with assets of US$112bn managed or advised in Europe, the Americas and Asia. The company is majority-owned by its employees. It keeps entrepreneurship at its heart and focuses on delivering excellent investment performance to its global investor base.

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 750 employees working from fifteen 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). It manages funds on behalf of more than 1,200 clients through five pillars of investment expertise: Fund of Funds, Direct Funds, Infrastructure, Real Estate and Private Debt.

www.ardian.com

ABOUT CDPQ

At Caisse de dépôt et placement du Québec (CDPQ), we invest constructively to generate sustainable returns over the long term. As a global investment group managing funds for public retirement and insurance plans, we work alongside our partners to build enterprises that drive performance and progress. We are active in the major financial markets, private equity, infrastructure, real estate and private debt. As at December 31, 2020, CDPQ’s net assets total CAD 365.5 billion. For more information, visit cdpq.com, follow us on Twitter or consult our Facebook or LinkedIn pages.

www.cdpq.com

ABOUT NAXICAP PARTNERS

As one of the top private equity firms in France, Naxicap Partners – an affiliate of Natixis Investment Managers* – has €4.3 billion in assets under management. As a committed, responsible investor, Naxicap Partners builds solid, constructive partnerships with entrepreneurs so that their projects can succeed. The firm has 39 investment professionals spread across five offices in Paris, Lyon, Toulouse, Nantes and Frankfurt.

www.naxicap.fr

LIST OF PARTIES INVOLVED

  • Lagarrigue

    • Alain Montean, Jean-Pierre Mahé, Nathalie Barracetti

  • Naxicap

    • Luc Bertholat, Alban Sarie, Dominique Frances, Claire Lesellier

  • Ardian Private Debt

    • Grégory Pernot, Clément Chidiac, Hadrien Barnier

  • Financing Legal Advisor (Winston & Strawn)

    • Mounir Letayf, Adeline Roboam, Alexandre Desroches

PRESS CONTACTS

ARDIAN – Headland

VIKTOR TSVETANOV

VTsvetanov@headlandconsultancy.co.uk Tel: +44 207 3435 7469

 

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Filoblu opens its capital to private equity fund Gradiente, among the selling investors Ardian Growth

Ardian

27 July 2021 Growth Italy, Venice

Venice, 27 July 2021 – Fifth transaction for the private equity fund “Gradiente II”, managed by Gradiente SGR, which yesterday completed the investment in FiloBlu S.p.A., a business accelerator specialised in the management of online retail activities and digital services mainly for the fashion and consumer goods sectors. Founded in 2009, FiloBlu has been able to establish itself over the years as a reliable partner for those companies which consider the development and strengthening of the e-commerce distribution channel as a must-have and have integrated them within their corporate ecosystem.

With a turnover of more than €56 million in 2020, the company has more than 200 employees, 4 subsidiaries abroad and sales all over the world. The experience accumulated by the company over the years has enabled it to consolidate its know-how in order to be a reliable partner to support companies in the process of digital transformation and accelerated growth, which will be increasingly required in a system where e-commerce as a distribution channel will be essential to gain or maintain a competitive advantage in the market.

Gradiente has acquired a 67% stake in the company; the remaining 33% is held by Christian Nucibella, who founded and led the company throughout its successful history.
The investment of the private equity fund will give additional boost to FiloBlu in its path as a leader in the digital market of e-commerce and services in the digital transformation field.

“The partnership with Ardian has allowed us to better structure the company and enhance its reputation in the reference market. This second round of investment will allow FiloBlu to continue its growth with the same positive trend achieved over the years, seizing new opportunities unexplored to date, continuing to be a reference for innovative solutions, providing astrategic approach to the market in omnichannel key and development of brand equity for its customers” says Christian Nucibella, Founder of FiloBlu.

“In less than three years, FiloBlu has tripled its turnover thanks to its excellent ability to execute and transform its offer, without losing its entrepreneurial DNA of strong growth and profitability. Christian Nucibella’s proximity and agility have made the difference. A fine picture of our support for digital entrepreneurs,” commented Laurent Foata and Bertrand Schapiro of Ardian Growth.

“FiloBlu is an example of an Italian company active in a market characterised by favourable dynamics and very important growth trends that are affecting the daily activities of retail companies. We are delighted to support the company in this new development project aimed at establishing its leadership, also by seizing important opportunities for value creation through add-ons designed to expand the product offering and consolidate the company’s competitive position in its reference market”, Pietro Busnardo and Lorena Lorenzon of Gradiente SGR commented.

Gradiente was assisted by NCTM Studio Legale for contractual and tax advice, by KPMG for accounting advice and by Klecha & Co for business due diligence. The sellers were assisted by the law firm Giovannelli e Associati.

 

ABOUT FILOBLU

Founded by Christian Nucibella and based in Milan, Venice and Naples – FiloBlu is an on & offline strategy consultancy with a strong international vocation, offering tailor-made and complete solutions to companies operating in a variety of sectors (including: fashion, lifestyle, food). Strengthened by a team of over 200 specialised talents and studied as a successful case history by the Financial Times and Deloitte, FiloBlu has a sustainable, global and capillary vision at the service of the client, thanks also to solid agreements with international players. It has received numerous awards: FT 1000 Europe’s Faster Growing Companies in 2017, 2018, 2019, 2020, 2021; 350 Digital Stars 2020 by La Repubblica Affari&Finanza; “Leader of Growth” by Il Sole 24 Ore and Statista in 2019, 2020 and 2021; EMEA Technology Fast 500 (since 2015) and Best Managed Companies by Deloitte from 2018 onwards.

 

ABOUT ARDIAN

Ardian is a world-leading private investment house with assets of US$112bn managed or advised in Europe, the Americas and Asia. The company is majority-owned by its employees. It keeps entrepreneurship at its heart and focuses on delivering excellent investment performance to its global investor base.
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 750 employees working from fifteen 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). It manages funds on behalf of more than 1,200 clients through five pillars of investment expertise: Fund of Funds, Direct Funds, Infrastructure, Real Estate and Private Debt.

www.ardian.com

Press contacts

FILOBLU

filoblu@guitar.it

ARDIAN – Headland

VIKTOR TSVETANOV

VTsvetanov@headlandconsultancy.co.uk Tel: +44 207 3435 7469

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DIF Capital Partners signs agreement to acquire leading Spanish technical inspection services company Grupo Itevelesa

DIF

DIF Capital Partners (“DIF”) is pleased to announce that its DIF Infrastructure VI fund has signed an agreement to acquire a 100% ownership stake in Grupo Itevelesa (“Itevelesa” or the “Company”), a leading independent provider of vehicle inspection services, from funds managed by Hayfin Capital Management (“Hayfin”).

Founded in 1982 and headquartered in Madrid, Itevelesa is one of Spain’s largest independent providers of periodical technical inspection services for vehicles, which are conducted under contracts with regional governments of which the majority is long-term concession-based. The Company operates 72 fixed locations and 20 mobile units across 11 autonomous communities; it also provides industrial safety, metrology and environmental inspection services. Hayfin has been the Company’s majority shareholder since 2015. With the long-term support of DIF, Itevelesa will aim to continue its strong growth path and further consolidation of its market position.

Jesús García Gil, CEO of Itevelesa, said: “DIF is a highly regarded infrastructure investor with a strong and long-standing track record in the Spanish market. We are all delighted to welcome them on board as our new investor and shareholder. DIF is the ideal partner to support the Company’s growth and diversification business strategy; this transaction ensures that we can continue delivering the highest possible safety and quality service to our customers under the highest ESG standards. Hayfin has been a highly supportive shareholder to us over the past six years and we’d like to thank them for their confidence and contribution to the business’ growth.”

Gijs Voskuyl, Partner and Head of Investments for DIF Infrastructure VI at DIF, said: “Itevelesa is largely long-term concession based and provides an essential service across Spain through its extensive network of vehicle inspection service stations and industrial inspection offices. It therefore aligns closely with our core strategy of making stable and long-term equity investments in best-in-class operational infrastructure assets with a strong market position and predictable cash flows. We are looking forward to working closely with the Itevelesa team to continue to deliver a high-quality service to its customers.”

DIF has been advised by Cantor Fitzgerald (Financial) and Herbert Smith Freehills (Legal). Hayfin has been advised by Alantra (Financial) and Linklaters (Legal).

About DIF Capital Partners

DIF Capital Partners is a leading global independent fund manager, with €9.0 billion of assets under management across nine closed-end infrastructure funds and several co-investment vehicles. DIF Capital Partners invests in greenfield and operational infrastructure assets located primarily in Europe, the Americas and Australasia through two complementary strategies:

  • Traditional DIF funds, of which DIF Infrastructure Fund VI is the latest vintage, target equity investments with long-term contracted or regulated income streams including public-private partnerships, concessions, utilities, and (renewable) energy projects.
  • DIF CIF funds target equity investments in small to mid-sized economic infrastructure assets in the telecom, energy and transportation sectors.

DIF Capital Partners has a team of over 160 professionals, based in nine offices located in Amsterdam (Schiphol), Frankfurt, London, Luxembourg, Madrid, Paris, Santiago, Sydney and Toronto. For further information please visit www.dif.eu

Contact: Thijs Verburg, IR & BD; t.verburg@dif.eu.

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Nordic Capital-backed Signicat acquires Spanish Electronic IDentification (eID) to enhance leadership position in European Reg Tech market

Nordic Capital

This acquisition strengthens Signicat’s identity proofing and electronic signing offerings and expands reach into more European and Spanish-speaking markets.

Signicat, the Trusted Digital Identity™ company, has acquired Spanish Electronic IDentification (eID), a digital identity pioneer and world leading provider of asynchronous video identification services. With the acquisition, Signicat will strengthen its European presence and take a further step towards becoming the market leader in providing digital identity and electronic signing solutions globally. This is the second major acquisition Signicat has made this year, after buying Encap Security recently in June.

Nordic Capital-backed Signicat acquires Spanish Electronic IDentification (eID) to enhance leadership position in European Reg Tech market Image

“Through our long cooperation, we were convinced that eID is a perfect match for us. Their unique services are a great compliment to our offering, and they bring with them a stronger foothold into the European market and competency to further fuel our growth ambitions. Together, we will solve some of the most advanced digital identity challenges for our customers” says Asger Hattel, CEO of Signicat.

eID brought to the market the disruptive solution of asynchronous video identification based on video-in streaming with end-to-end coverage of the identification process. This, combined with their Qualified Electronic Signature (QES) service, generates a strong and fully digital identification flow. As the Spanish market leader, eID began marketing its products in 2016 and currently has a strong track record with more than 250 customers spread across 30 countries.

Signicat has had a partnership with eID for the past four years, through which eID’s solutions are also available on Signicat’s platform. The coming together of these two organisations creates a company with unrivalled strength in identity proofing, authentication, and electronic signature solutions. The joint offering ensures the highest level of security and compliance of digital identity solutions in the European market, all based on the ‘Strong Digital Identity’ (SDI) concept, developed by eID. This enables a common end-to-end digital onboarding process across the EU in compliance with the most restrictive legislation, creating a game changer in regulated sectors such as finance and governments.

“We look forward to continuing our partnership and becoming part of the Signicat family. Joining forces will enable us to achieve the rapid expansion we have been working on for the last eight years” says Iván Nabalon, CEO of eID.

After the acquisition, eID will continue as an independent organisation with a separate brand, with a goal of full integration within two years. The acquisition is subject to normal requirements, including approval by the Spanish competition authorities. The transaction figure is not made public.

About Electronic IDentification

Electronic IDentification (eID) brought to the market the disruptive solution of asynchronous video identification based on video-in streaming with end-to-end coverage of the identification process. This, combined with their Qualified Electronic Signature (QES) service, generates a strong, fully digital identification flow. As the Spanish market leader, eID began marketing its products in 2016 and currently has a strong track record with more than 250 customers spread across 30 countries.

For further information about Electronic Identification visit: https://www.electronicid.eu/en

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Nordic Capital to invest in Dutch Equipe Zorgbedrijven in partnership with founders and management

Nordic Capital
  • Nordic Capital will further strengthen Equipe Zorgbedrijven’s successful concept of high-quality outpatient specialist care

  •  The investment will drive Equipe Zorgbedrijven’s international expansion and investments in digitalisation and innovation, benefitting both employees and clients

Nordic Capital, a leading global healthcare investor, has signed an agreement to invest in Equipe Zorgbedrijven (“Equipe” or “the Company”), a fast-growing private provider of outpatient healthcare in the Netherlands. The investment will be made in partnership with Equipe’s founders and management and aims to further strengthen the Company’s relentless focus on quality of care. It will also help Equipe to present its offer to a wider group of patients by providing further resources to accelerate growth by digitalisation and international expansion. Equipe’s current investors, the European investment company Gimv, will transfer its holding to Nordic Capital at the completion of the transaction.

Equipe is one of the leading providers of specialised care and outpatient clinics in the Netherlands. The Company was founded in 1995 and is active in hand and wrist surgery & therapy and aesthetic care, with a growing presence in orthopaedics, ophthalmology & general surgery. Equipe’s management has a strong focus on growing the Company in a sustainable way to deliver high-quality care, innovative treatments and high standards, which in turn allows for greater specialisation and additional sub-specialities.

“Nordic Capital is excited to support Equipe’s successful strategy in partnership with its strong management team and skilled employees. Nordic Capital will help Equipe to further accelerate growth by strengthening and expanding Equipe’s differentiated integrated high-quality care model and customer offering by investing in medical excellence and digitalisation initiatives,” says Philippe Neuschäfer, Partner, Nordic Capital Advisors.

Equipe has experienced strong development in recent years and has grown significantly in size. It currently has 6 large clinics (serving 87,000 patients in total in 2020) and over 20 outpatient centres in the Netherlands. In 2020, Equipe performed more than 110,000 treatments with over 700 employees, of which 130 are physicians.

“I’m very pleased to welcome Nordic Capital as our new partner. Together, we will focus on further developing Equipe’s strategic agenda in line with our emphasis on quality, patient care, operational excellence and our entrepreneurial DNA. Nordic Capital has extensive experience in successfully growing healthcare companies and is the ideal partner to help us reach more patients with our care offering” says Jak Dekker, CEO and Founder of Equipe Group.

“Equipe has an ambitious agenda, with quality and patient orientation at the forefront. I look forward to working together with Nordic Capital to further focus on a sustainable development and leverage on their operational knowledge, broad network and strong expertise,” says Joris van Eijck, CEO of Equipe Netherlands.

Nordic Capital is one of the most experienced healthcare investors with 30 investments across Europe and North America and over EUR 7 bn invested in the sector since its inception in 1989. The investment in Equipe lies at the heart of Nordic Capital’s healthcare investment strategy and focus on responsible investments and will be made as part of its mid-market strategy.

The transaction is subject to customary regulatory approvals. The terms of the transaction were not disclosed.

 

Media contacts:

Nordic Capital
Katarina Janerud, Communications Manager
Nordic Capital Advisors
Tel: +46 8 440 50 50
e-mail: katarina.janerud@nordiccapital.com

Equipe Zorgbedrijven
Marco van der Broeck, Marketing & Sales Manager
Tel. +31 636 408 763
e-mail: m.vanderbroeck@equipezorgbedrijven.nl

 

About Equipe Zorgbedrijven  

Equipe Zorgbedrijven was founded in 1995 and is one of the leading providers of specialist care in the Netherlands. In 2020, over 87,000 patients were treated at the 6 main locations (clinics) and over 20 outpatient clinics throughout the Netherlands. Equipe Zorgbedrijven includes Xpert Clinics (hand and wrist care, orthopaedics and proctology), Xpert Handtherapie, Velthuis kliniek (cosmetic treatments),CosMedic and Oogkliniek Heuvelrug (ophthalmology). In total, there are more than 700 employees, including 130 doctors, working at the aforementioned brands. Equipe Zorgbedrijven continually invests in its staff, clinics, facilities, IT infrastructure and e-Health applications with the ambition of offering the right care in the right place at the right price. Equipe Zorgbedrijven has been a pioneer in the field of entrepreneurship in healthcare in the Netherlands for years. For more information please see www.equipezorgbedrijven.nl.

 

About Nordic Capital

Nordic Capital is a leading private equity investor with a resolute commitment to creating stronger, sustainable businesses through operational improvement and transformative growth. Nordic Capital focuses on selected regions and sectors where it has deep experience and a long history. Focus sectors are Healthcare, Technology & Payments, Financial Services, and selectively, Industrial & Business Services. Key regions are Europe and globally for Healthcare and Technology & Payments investments. Since inception in 1989, Nordic Capital has invested more than EUR 17 billion in close to 120 investments. The most recent funds are Nordic Capital Fund X with EUR 6.1 billion in committed capital and Nordic Capital Evolution Fund with EUR 1.2 billion in committed capital, principally provided by international institutional investors such as pension funds. Nordic Capital Advisors have local offices in Sweden, the UK, the US, Germany, Denmark, Finland and Norway. For further information about Nordic Capital, please visit www.nordiccapital.com.

 

“Nordic Capital” refers to any, or all, Nordic Capital branded funds and vehicles and associated entities. The general partners and/or delegated portfolio manager of Nordic Capital’s funds and vehicles are advised by several non-discretionary sub-advisory entities, any or all of which are referred to as “Nordic Capital Advisors”.

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CONSORTIUM LED BY NPM DECLARES OFFER UNCONDITIONAL; 80.1% OF ICT GROUP SHARES TENDERED OR COMMITTED UNDER THE OFFER

NPM Capital

JOINT PRESS RELEASE

This is a joint press release by ICT Group N.V. (“ICT Group” or the “Company“), NPM Investments XI B.V. (the “Offeror“) (a wholly-owned subsidiary of NPM Capital N.V. (“NPM Capital“)) and Teslin Ipanema Acquisition B.V. (“Teslin Acquisition”) (a wholly-owned subsidiary of Teslin Participaties Coöperatief U.A. (“Teslin“), and together with NPM Capital the “Consortium“) pursuant to the provisions of Section 13, paragraphs 1 and 2, Section 16, paragraphs 1 and 2, and Section 17, paragraphs 1 and 3 of the Netherlands Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the “Decree“) in connection with the recommended public offer made by the Offeror for all the issued and outstanding ordinary shares in the capital of ICT Group (the “Offer”). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in ICT Group. The Offer has been made by means of the offer memorandum dated 27 May 2021 (the “Offer Memorandum“). This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful. Terms not defined in this press release will have the meaning as set forth in the Offer Memorandum.

CONSORTIUM LED BY NPM DECLARES OFFER UNCONDITIONAL; 80.1% OF ICT GROUP SHARES TENDERED OR COMMITTED UNDER THE OFFER

Rotterdam/Amsterdam/Maarsbergen, the Netherlands, 26 July 2021

  • 80.1% of the Shares have been tendered or irrevocably committed under the Offer
  • All Offer Conditions are now satisfied
  • The Offeror declares the Offer for ICT Group unconditional
  • Settlement of the Offer will take place on 30 July 2021, at which date the Offer Price of EUR 14.90 adjusted to EUR 14.50 will be paid
  • Remaining Shares can be tendered during the Post-Acceptance Period, commencing on 27 July 2021 and ending on 9 August 2021

 

Offeror declares the Offer unconditional

ICT Group and the Offeror are pleased to jointly announce today that, considering all Offer Conditions having been satisfied, the Offeror declares the Offer unconditional (doet gestand). The number of Shares that have been tendered for acceptance or irrevocably committed under the Offer, is equal to 80.1% of the Shares.

As announced on 23 July 2021, during the Offer Period, that expired at 17:40 hours (CEST) on 23 July 2021, 7,549,314 Shares were tendered under the Offer, representing approximately 77.9% of the Shares and an aggregate value of approximately EUR 112.5 million.

Alychlo NV, holding 215,858 Shares (representing 2.2% of the Shares), has irrevocably committed to tender all Shares held by it (the Committed Shares) in the Post-Acceptance Period on the terms and conditions of the Offer, including the Offer Price of EUR 14.90 (cum dividend) in cash per Share, adjusted to EUR 14.50 (cum dividend) in cash per Share for the dividend of EUR 0.40 per Share. Alychlo NV did not receive any information relevant for a Shareholder in connection with the Offer that is not included in the Offer Memorandum or this press release. At the date of this press release, the Offeror on the one hand, and Alychlo NV on the other hand, do not hold shares in each other’s capital.

Together with the Committed Shares, a total of 7,765,172 Shares have now been tendered or irrevocably committed to be tendered under the Offer, representing 80.1% of the Shares and an aggregate value of approximately EUR 115.7 million (at an Offer Price of EUR 14.90 (cum dividend) in cash per Share, adjusted to EUR 14.50 (cum dividend) in cash per Share for the dividend of EUR 0.40 per Share).

As a result, all Offer Conditions described in the Offer Memorandum have now been satisfied, and the Offeror declares the Offer unconditional (doet gestand).

Settlement

With reference to the Offer Memorandum dated 27 May 2021, holders of Shares who accepted the Offer shall receive the Offer Price for each Tendered Share tendered during the Offer Period and transferred (geleverd) for acceptance pursuant to the Offer, under the terms and conditions of the Offer and subject to its restrictions.

Settlement of the Shares and payment of the Offer Price will take place on 30 July 2021. Following Settlement, the Offeror will hold (directly or indirectly) 7,549,314 Shares which together with the Committed Shares amounts to 7,765,172 Shares, representing 80.1% of the Shares.

Upon Settlement the changes to the composition of the Supervisory Board of ICT Group, as approved by the EGM on 9 July 2021, will become effective.

Post-Acceptance Period

The Offeror hereby announces that Shareholders who have not tendered their Shares during the Offer Period will have the opportunity to tender their Shares under the same terms and conditions applicable to the Offer, during the Post-Acceptance Period which will start at 09:00 (CEST) on 27 July 2021 and end at 17:40 (CEST) on 9 August 2021 (the Post-Acceptance Period).

The Offeror will publicly announce the results of the Post-Acceptance Period and the total number and total percentage of Shares held by it in accordance with Section 17, paragraph 4 of the Decree ultimately on the third Business Day following the last day of the Post-Acceptance Period.

The Offeror shall continue to accept for payment all Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) during the Post-Acceptance Period and shall pay for such Shares as soon as reasonably possible and in any case no later than on the fifth Business Day following the last day of the Post-Acceptance Period.

During the Post-Acceptance Period, Shareholders have no right to withdraw Shares from the Offer, regardless of whether their Shares have been validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) during the Offer Period or the Post-Acceptance Period.

Delisting

If, following the Settlement Date and the Post-Acceptance Period, the Offeror has acquired 95% or more of the Shares, it will together with ICT Group seek to procure delisting of the Shares from Euronext Amsterdam as soon as possible in accordance with Applicable Rules. This may adversely affect the liquidity and market value of any Shares not tendered. Reference is made to Section 6.12 (Consequences of the Offer for non-tendering Shareholders) of the Offer Memorandum.

Buy-Out

If, following the Settlement Date and the Post-Acceptance Period, the Offeror has acquired 95% or more of the Shares, the Offeror intends to initiate, as soon as possible, a Buy-Out procedure. Reference is made to Section 6.13(b) (Buy-Out) of the Offer Memorandum.

Merger and Liquidation

If, following the Settlement Date and the Post Acceptance Period, the Offeror holds less than 95% of the Shares, the Offeror may determine to have ICT Group implement the Merger and Liquidation as described in further detail in Section 6.13(c) (Merger and Liquidation) of the Offer Memorandum. The listing of the Shares on Euronext Amsterdam will also terminate after a successful Merger and Liquidation.

Further implications of the Offer being declared unconditional

Remaining Shareholders who do not wish to tender their Shares in the Post-Acceptance Period should carefully review the Sections of the Offer Memorandum that further explain the intentions of the Offeror, such as (but not limited to) Section 6.12 (Consequences of the Offer for non-tendering Shareholders), which describes certain implications to which such Shareholders may become subject with their continued shareholding in ICT Group.

Offer Memorandum, Position Statement and further information

This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement.

Digital copies of the Offer Memorandum are available on the website of the Offeror (www.npm-capital.com) and digital copies of the Offer Memorandum and Position Statement are available on the website of ICT Group (www.ictgroup.eu). Such websites do not constitute part of, and are not incorporated by reference into, the Offer Memorandum.

Copies of the Offer Memorandum and the Position Statement are on request also available free of charge from ICT Group and the Settlement Agent at the addresses below:

ICT Group:
ICT Group N.V.
Weena 788
3014 DA, Rotterdam
The Netherlands

The Settlement Agent:
Coöperatieve Rabobank U.A.
Croeslaan 18
3521 CB, Utrecht
The Netherlands

 

For more information, please contact:

Press enquiries ICT Group
Carla Stuifzand, marketing director
+31 (0)88 908 2000,
Email: investor.relations@ict.nl
Website www.ictgroup.eu                                                      

Press enquiries Consortium
Confidant Partners
Ward Snijders
+31 20 303 60 20,
Email: ward.snijders@confidantpartners.com

About ICT Group
ICT Group is a leading European industrial technology solutions provider. Our dedicated technical professionals offer our clients services in the field of consultancy, software development, project-based solutions and IT system maintenance. It is our mission to make the world a little smarter every day. Our specialist knowledge in a variety of industries enables us to realise innovative solutions by linking people, technologies and ideas. With around 1,500 dedicated technical specialists in the field, we are capable of building and integrating new and innovative technologies into relevant business solutions for our customers.

Our Industries solutions serve the automotive, manufacturing, high-tech, food, chemicals & pharma, oil & gas and logistics industries. Our Public & Infra solutions are focused on water, rail and road infrastructure as well as public transport and mobility. Across all industries ICT Group offers proprietary industry-specific software solutions, including its own cloud-based platform for IoT, digital transformation and artificial intelligence. ICT Group is listed on Euronext Amsterdam and has a presence in the Netherlands, Belgium, Bulgaria, France, Germany, Portugal and Sweden.

About NPM Capital
NPM Capital invests in mid-market companies in the Benelux and supports companies to enter the next growth phase in their development. NPM Capital, with SHV as its sole shareholder, has sufficient capital in order to apply a long investment horizon. Currently, NPM Capital has a portfolio of 26 participations (majority as well as minority holdings, including growth capital) and focuses on the following trends: Everything is Digital, Future of Energy, Feeding the World and Healthy Life. For more information, please visit: www.npm-capital.com.

About Teslin
Teslin is an investment fund managed by Teslin Capital Management. Teslin invests in promising small- and midcaps. Based on fundamental analysis Teslin selects companies active in attractive markets with a strong market position, healthy cash flow and a proper corporate governance structure. Teslin focuses on responsible value creation in the long term and acts as an active and involved shareholder. Teslin has been a long-term significant, active and committed shareholder of ICT Group since 2002 and is delighted to support ICT Group in accelerating and realizing its potential in the coming years, growing into a leading Northern-European industrial technology solutions provider. For more information, please visit: www.teslin.nl.

General restrictions
The information in this announcement is not intended to be complete. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of ICT Group in any jurisdiction.

The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the Consortium, the Offeror and ICT Group disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither ICT Group, nor the Consortium, nor Offeror, nor any of their advisers assume any responsibility for any violation by any person of any of these restrictions. ICT Group shareholders in any doubt as to their position should consult an appropriate professional adviser without delay.

Forward-looking statements
This press release may include “forward-looking statements” such as statements relating to the impact of this transaction on the Offeror and ICT Group and language that indicates trends, such as “anticipated” and “expected”. These forward-looking statements speak only as of the date of this release. Although ICT Group and the Offeror believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward looking statements. Potential risks and uncertainties include, but are not limited to, receipt of regulatory approvals without unexpected delays or conditions, the Offeror’s ability to achieve the anticipated results from the acquisition of the Company, the effects of competition (in particular the response to the transaction in the marketplace), economic conditions in the global markets in which the Offeror and the Company operate, and other factors that can be found in the Offeror’s and the Company’s press releases and public filings. Neither ICT Group nor the Consortium nor the Offeror, nor any of their advisers accept any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups. Each of the Company, the Consortium and the Offeror expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

 

Notes to the press release

This is a public announcement by ICT Group N.V. pursuant to Section 17 paragraph 1 of the European Market Abuse Regulation (596/2014).

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Gimv transfers stake in Equipe Zorgbedrijven – Dutch group of specialised care clinics – to Nordic Capital

GIMV
Topic: Divestment

Equipe Zorgbedrijven today announces an important step in its further (international) growth. Following the group’s successful development, based on its high-quality concept of specialist outpatient care, Gimv is transferring its stake in Equipe Zorgbedrijven to Nordic Capital. Together, the founders, management and the new shareholder will focus on international expansion, digitalisation and innovation.

In 2015 Gimv acquired an equity stake in Equipe Zorgbedrijven (Eindhoven – NL, www.equipezorgbedrijven.nl), a leading provider of specialist care through outpatient clinics in the Netherlands. Founded in 1995, the company is today the market leader in the Netherlands in hand and wrist surgery & therapy, has a strong position in aesthetic care and a growing presence in orthopaedics, ophthalmology & general surgery. In recent years, Equipe Zorgbedrijven’s management has focused on growing the company in a sustainable way to deliver high quality care, innovative treatments and improving standards. These in turn have opened the way to greater specialisation and additional sub-specialties, ultimately resulting in demonstrably better and meaningful care.

From the start, Equipe Zorgbedrijven has continuously invested in staff, care paths, clinics, facilities and an optimal IT infrastructure aimed at offering the right care in the right place at the right price. Creating sufficient critical mass, strengthening management and being at the forefront of developments and innovations have been essential here. During the years of Gimv’s shareholding, Equipe Zorgbedrijven has grown strongly in size and quality.

The company currently has 6 larger clinics and over 20 outpatient centres, with 700 employees, including 130 physicians, where more than 110,000 treatments were performed in 2020 in hand and wrist surgery & therapy, cosmetic surgery & dermatology, orthopaedics, ophthalmology and proctology.

The transaction announced today will strengthen the company’s relentless focus on quality care. Nordic Capital’s investment will help Equipe Zorgbedrijven to facilitate the roll-out of its successful concept abroad and to invest further in its organisation and digitalisation to become an even better partner for both patients and staff.

Jak Dekker, CEO and co-founder of Equipe Zorgbedrijven, explains: “With Gimv’s support, Equipe has been able to develop strongly in recent years. Through a number of targeted acquisitions we have taken our model for value-driven, integrated care provision to a higher level and expanded into multiple specialties. We have also invested in our network of clinics, our IT infrastructure and applications and have expanded our research activities. The partnership with Gimv has brought us to the point where we will be taking our first steps abroad. We are grateful to Gimv for this and look forward to working with Nordic Capital in realising our national and international ambitions.”

Elderd Land, Partner in Gimv’s Health & Care platform, on this growth story: “Gimv is proud to have been able to support Equipe Zorgbedrijven in its growth strategy where focus on quality and meaningful care has always been paramount. The company has developed strongly in recent years, growing both in size and quality. The result is a well-established player with a strong position in the Netherlands and now also great opportunities abroad. We thank the management of Equipe Zorgbedrijven for the successful and excellent cooperation and wish them – together with Nordic Capital – all the best in their further growth trajectory.”

The transaction is subject to customary conditions, including the approval of the healthcare and competition authorities. This transaction has a positive impact of about 1 euro per share on the net asset value of Gimv as of 31 March 2021. No further financial details will be disclosed.

Read the full press release:

English – French – Dutch
Gimv
Karel Oomsstraat 37, 2018 Antwerpen, Belgium
www.gimv.com

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Ardian invests in Nova Reperta, a Brussels-based consultancy

Ardian

22 July 2021 Growth Belgium, Brussels

This investment marks Ardian Growth’s first deal in Belgium

Paris & Brussels, July 22nd, 2021 – Ardian, a world leading private investment house, today announces the acquisition of a stake in Nova Reperta, a Brussels-based management consultancy.

Nova Reperta was founded in 2011. In 2018 the company expanded its activity to create an office in Amsterdam, the Netherlands. Nova Reperta employs over 50 people, advising clients including Toyota Motor Europe, Le Pain Quotidien, Carglass, Dela, Visma|Raet en Lecot.

Nova Reperta is today a reference in company-wide change programs that include both back- and front-stage transformations. Nova Reperta realizes this by strengthening the operating model and value creation plans of its clients – often through combining operational excellence, client centricity, agility and digital acceleration.

With Ardian Growth’s support, the company will be able to accelerate its growth, expanding its services, organic market expansions and targeting strategic acquisitions across Europe. It will also allow Nova Reperta to strengthen its digital capabilities to serve the complex and evolving needs of clients across for example insurance, energy and mobility sectors.

Filip Leflot, Partner of Nova Reperta, commented: ”With the Ardian Growth team on board, we will be able to invest in our digital transformation and data analytics services as well as launch new unique services on the market. More specifically, it is an opportunity to bring into the capital of Nova Reperta a renowned international investor. Ardian, alongside our partners, will help us achieve our goal of becoming a leader and trusted business partner for future transformation journeys.”

Nick Dieltiens, Partner Automotive & Mobility Industry, Customer Experience Practice, added: “The capabilities of our talented and experienced team will ensure that we stay ahead of future market shifts and guarantee our approach remains resilient.”

Florian Dupont, Senior Investment Manager in Ardian Growth team, commented: “We have been impressed by the quality of the team. This investment aligns with our commitment to support ambitious and disruptive entrepreneurs. We want to leverage our expertise and network to implement organic growth as well an active buy-and-build strategy across Europe.”

Romain Chiudini, Managing Director in Ardian Growth team added: “After several investments in Italy and Spain, and growth in new geographies like Germany and Switzerland, we are very excited to now sign our first deal in Belgium with Nova Reperta. This investment confirms our position as a leading European strategic growth partner.”

ABOUT ARDIAN

Ardian is a world-leading private investment house with assets of US$112bn managed or advised in Europe, the Americas and Asia. The company is majority-owned by its employees. It keeps entrepreneurship at its heart and focuses on delivering excellent investment performance to its global investor base.
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 750 employees working from fifteen 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). It manages funds on behalf of more than 1,200 clients through five pillars of investment expertise: Fund of Funds, Direct Funds, Infrastructure, Real Estate and Private Debt.

ABOUT NOVA REPERTA

Nova Reperta is a Brussels & Amsterdam based management consulting company founded in 2011. With a strong foundation in operational excellence, Nova Reperta specializes in both back- and front-stage transformations. It is today a reference in company-wide change programs, addressing the overall operating model and value creation plans of its clients – through client centricity, agility and digital acceleration.
Set up by a mix of seasoned consultants and managers sharing a strong entrepreneurial drive, Nova Reperta is now a team of about 50+ professionals obsessively focused on creating impact with our clients. That goal attracts ambitious, entrepreneurial people who naturally combine soft and hard skills. And that immediately evokes the five core values that tie us together: entrepreneurial, pragmatic, inclusive, trustworthy and always exploring.

Visit the website

LIST OF PARTIES INVOLVED

  • Nova Reperta

    • François Barbellion, François Delfosse, Filip Leflot, Carl Annicq, Nick Dieltiens, Eljakim Caus Ardian: Romain Chiudini, Florian Dupont

  • Ardian

    • Ardian Financial advisors: Crowe (Thomas Corbineau, Julien Latrubesse)
    • Ardian Legal advisors: Winston (Nicola Di Giovani, Sidney Rosenberg, Camille Clauss)
    • Company M&A advisors: VD&P (Laurent Linkens)
    • Company Legal advisors: Backer & McKenzie (Luc Meeus)
    • Senior Bankings: KBC (Guy Wyn, Bart Martens)

Press contacts

ARDIAN – Headland

VIKTOR TSVETANOV

VTsvetanov@headlandconsultancy.com +44 207 3435 7469

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