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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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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BMG and KKR acquire music interests of rock icons ZZ TOP

BERLIN & NEW YORK–(BUSINESS WIRE)–

Global music company BMG and global investment firm KKR today announced that they have acquired the entire music interests of American rock icons ZZ Top.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20211221005092/en/

Credit: Ross HalfinCredit: Ross Halfin

The transaction marks the latest significant music rights deal the two companies have struck together since announcing in March 2021 that they would join forces in the fast-growing market for music IP.

The ZZ Top agreement includes a buyout of the band’s publishing catalogue and their income from recorded royalties and performance royalties. Previously, BMG served as co-publisher and administrator of ZZ Top’s publishing catalog.

In 1971, Billy Gibbons (guitar, vocals), Dusty Hill (bass, keys, vocals), and Frank Beard (drums) released their debut album ZZ Top’s First Album. They would go on to release a total of 15 albums throughout the course of their 50 year career including the commercial breakthrough Tres Hombres (1973), Platinum-certified Degüello (1979), Gold-certified El Loco (1981), smash-hit Diamond-certified Eliminator (1983), 5x Platinum-certified Afterburner (1985), and the Platinum-certified Recycler (1990) and Antenna (1994).

Selling over 50 million albums worldwide, ZZ Top have earned four Gold, three Platinum, two multiple-Platinum album certifications, and one Diamond album. Known for their distinctive look and unabashed blues-rock inspired sound, the success of the group was driven by six #1 Rock singles and eight Top 40 hits including rock music staples ‘La Grange,’ ‘Tush,’ ‘Cheap Sunglasses,’ ‘Gimme All Your Lovin,’’ ‘Legs,’ ‘Got Me Under Pressure,’ and ‘Sharp Dressed Man,’ among many others.

In 2004, the group was inducted into the Rock & Roll Hall of Fame and their recently released documentary That Little Ol’ Band From Texas received a nomination for Best Music Film at the 2021 Grammy Awards.

ZZ Top manager Carl Stubner of Shelter Music Group said, “We are proud to continue working with and expand our long-standing relationship with BMG. This new deal ensures ZZ Top’s remarkable legacy will endure for generations to come.”

BMG CEO Hartwig Masuch said, “This deal is a testament to the success, staying power and continuing musical relevance of ZZ Top, but also to the power of our partnership with KKR. This agreement furthers our vision of providing artists and songwriters not just a financial exit, but also a vehicle committed to respecting and treasuring their artistry.”

Jenny Box, Partner at KKR, said, “We are excited to invest in ZZ Top’s iconic music and we look forward to collaborating with BMG and ZZ Top to further amplify the reach of their catalogue.”

KKR is investing in the catalogue through its private credit investment funds and vehicles and will own its interest in the music through its recently launched Chord Music Partners platform. Latham & Watkins LLP served as advisor to KKR on the transaction.

About BMG
Founded in 2008, BMG is both record label and music publisher in one, the first new global player in the music business of the streaming age. Named in 2020 one of the world’s Most Innovative Companies by Fast Company, BMG’s pitch is unique – a relentless focus on fairness and transparency and service to its artist and songwriter clients. BMG’s 19 offices across 12 core music markets now represent over 3m songs and recordings, and thousands of artists and songwriters attracted by its fresh approach which now includes production music, film and books as well as music publishing and recordings. BMG is owned by international media, services and education company Bertelsmann, whose other content businesses include the broadcaster RTL Group, the trade book publisher Penguin Random House and the magazine publisher Gruner + Jahr. With its multi-platform perspective, integrated technology platform and commitment to help artists maximize their income, BMG aims to be the best company in music to do business with. www.bmg.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.

For BMG:
Global: Steve Redmond steve.redmond@bmg.com
US: Paki Newell paki.newell@bmg.com

For KKR:
Cara Major or Miles Radcliffe-Trenner
media@kkr.com

Source: KKR

L Catterton Asia Makes Strategic Investment in Ci FLAVORS

LCatterton

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Litorina exits Euroflorist

Litorina
  • Euroflorist Intressenter, majority-owned by Litorina, divests Euroflorist to a consortium of highly regarded investors
  • During Litorina’s holding period Euroflorist has built an international footprint as a leading online platform for flower sales across northern Europe and the UK with an attractive and rapidly growing DTC box offering
Euroflorist

Litorina exits Euroflorist, a leading international online flower sales platform, to a consortium of investors led by Magnus Silfverberg, previously CEO of Bisnode and Betsson, and Johan Tjärnberg, CEO of Trustly and CEO/co-founder of Bambora, alongside a group of co-investors. The transaction was completed through divestment of the operating group of companies and the seller is Euroflorist Intressenter, where Litorina holds the majority of the shares. The transaction closed on December 17, 2021.

During Litorina’s holding period, Euroflorist has grown organically and through selective add-on acquisitions to become one of the leading European online platforms for flower sales, with activity in 11 countries. The company has successfully leveraged its extensive international florist network to drive growth in online sales. The traditional florist delivery model has been complemented by a differentiating and margin accretive DTC box business, which still holds substantial further penetration potential. Through excellent execution, the company successfully capitalised on the strong demand driven by the pandemic in 2020-21 and is well-positioned to benefit from the structural positive market shift. During Litorina’s ownership, the company more than doubled sales with earnings increasing more than fivefold.

Euroflorist’s platform model for flower delivery comes with several attractive characteristics. At its core lies the high scalability and low capital requirements. Litorina invested with a view to leverage that model and capitalise on the increased e-com penetration to drive international growth, and I am pleased to see that this generated a good return for our investors.” says Jörgen Ekberg, Executive Chairman at Litorina. ”The international footprint of the business and the margin accretive DTC box offering constitutes an attractive foundation for continued success for Euroflorist”, Jörgen continues.

The sellers were advised by Carnegie, Vinge and PwC.

For further information, please contact:

Magnus Silfverberg, +46 (0) 702 714 700, CEO at Euroflorist
Jörgen Ekberg, +46 (0) 708 113 160, Executive Chairman at Litorina

Euroflorist is a leading international online flower sales platform with operations in eleven European countries. Every year, Euroflorist delivers millions of floral greetings, reception flowers, gifts and funeral wreaths through some 5,000 directly affiliated flower shops and external suppliers. Since its inception in 1982, Euroflorist has grown internationally through its own establishments and through acquisitions of florist networks. Euroflorist began to offer online flower gifts as early as 1995, which today represent approximately 85% of the total sales. For more information, please visit www.euroflorist.se.

Litorina, founded in 1998, invests in niche market-leading companies with headquarters in the Nordics. Litorina partners with management teams and entrepreneurs that want to take their companies to their full potential. Litorina aims to build larger, better and more sustainable companies by contributing relevant experience, knowledge, passion and resources to accelerate growth. For more information, please visit www.litorina.se.

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Marcone Acquires Professional Plumbing Group

Strategic Acquisition Expands Marcone into Plumbing Parts and Equipment


ST. LOUISDec. 20, 2021 /PRNewswire/—Marcone, the leading residential appliance parts distributor and portfolio company of Genstar Capital, today announced that it has acquired Professional Plumbing Group (PPG), a distributor of plumbing products for repair and remodel applications, from Dunes Point Capital, LP.

PPG designs, manufactures, markets and distributes high-quality plumbing products. PPG’s portfolio includes products from two proprietary brands – Wolverine Brass, and Speakman – as well as third-party products across all of the leading brands. Wolverine Brass is a respected brand selling high quality plumbing products for the past 125+ years exclusively to professional plumbers and trade personnel; Speakman is a 150+ year-old brand widely known for high quality showers and other fixtures. PPG sells 20,000 SKUs to more than 10,000 customers including plumbing technicians, third-party distributors, ecommerce providers and retailers and through commercial channels such as hospitality. PPG has nearly 300 employees and is based in Concordville, PA.

Jim Souers, Chief Executive Officer of Marcone, stated, “PPG is a superb business and a leader in the plumbing specialty marketplace operating through highly diversified sales channels with long-established customer relationships. Its brands are well known and trusted among the trade community and is a strong strategic fit with our go forward strategy. We are excited to capitalize on increased spending on plumbing products from consumers, technicians and larger strategic accounts, and look forward to working together with PPG to accelerate growth. We are pleased to welcome PPG’s strong management team and organization to the Marcone family.”

Rob Rutledge, Managing Director at Genstar Capital, said, “When we partnered with Marcone and its management team earlier this year, we knew it was a truly outstanding business in its core market with a large opportunity to expand by selling other parts and services into the home. PPG represents an exciting step into the large and fragmented plumbing market, with material revenue opportunities across the combined customer base.”

About Marcone

Marcone is an authorized distributor for major brands such as Whirlpool, Electrolux, General Electric, Maytag, Bosch, Samsung, L-G and many more.  Through its vast distribution network, Marcone supplies the largest inventory of original replacement parts in the country for household appliances such as refrigerators, ranges, dishwashers, microwaves, washers, and dryers.  Marcone exports to over 120 countries and also operates a comprehensive training institute offering quality business and technical training. Headquartered in St. Louis, Marcone has 12 regional distribution centers and nearly 50 retail centers.

About PPG

PPG is a distributor of plumbing products for repair and remodel applications. PPG distributes two proprietary brands (Wolverine Brass and Speakman), along with third-party plumbing products. PPG serves ten thousand customers across four channels: direct-to-trade, commercial, ecommerce, and retail. PPG is headquartered in Concordville, PA and employs nearly 300 people. For more information, visit https://www.ppg-inc.com.

About Genstar Capital

Genstar Capital (www.gencap.com) is a leading private equity firm that has been actively investing in high quality companies for over 30 years.  Based in San Francisco, Genstar works in partnership with its management teams and its network of strategic advisors to transform its portfolio companies into industry-leading businesses. Genstar currently has approximately $33 billion of assets under management and targets investments focused on targeted segments of the financial services, industrials, healthcare, and software industries.

Contact: Chris Tofalli                                                                                    
Chris Tofalli Public Relations                                                                        
914-834-4334

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Blackstone Growth (BXG) Announces Majority Investment in Supergoop!, Category Creator in SPF Innovation and Everyday Sun Protection

Blackstone

NEW YORK, SAN ANTONIO – December 20, 2021 – Blackstone (NYSE:BX) today announced that funds managed by Blackstone Growth (BXG) (“Blackstone”) have entered into a definitive agreement for a majority investment in Supergoop!, the first protective skincare brand that puts SPF at the forefront. The company, founded by former teacher and skincare industry pioneer Holly Thaggard, has enjoyed tremendous growth over the past five years given an increasing recognition of the importance of daily skin protection – a direct result of Supergoop!’s efforts for more than 15 years. Thaggard, Supergoop!’s CEO Amanda Baldwin and the existing senior management team will continue to maintain significant equity ownership in the business alongside Blackstone. The investment will help fuel Supergoop!’s commitment to launch category-creating innovations; drive consumer behavior change through education and best-in-class brand marketing; and expand the company’s national and global reach.

Supergoop! strives to educate and inspire the world to wear SPF. Every. Single. Day™. Thaggard launched the brand in 2005, after a close friend was diagnosed with skin cancer at age 29, with the mission of developing highly innovative dermatologist-approved, clean-ingredient SPF products that feel good to wear, make it easier to incorporate sunscreen into everyday routines and help consumers make daily sun protection a habit. Today, with nearly 50 formulas, Supergoop! has created a new category of daily-use SPF for everyone, from makeup-loving millennials to Gen Z skincare enthusiasts, wellness-minded men to six-month-old babies – truly spanning across generations and geographies. Its formulas are award winning – earning two TIME Magazine’s Best Invention of the Year honors and seven consecutive Allure Best of Beauty Seals, as well as being named one of WWD Beauty Inc.’s Power Brands. Rooted in its mission to educate and inspire, Supergoop!’s Ounce by Ounce program ships complimentary Supergoop! to classrooms across America and the brand recently received recognition on Inc.’s Best in Business: Most Inspiring Companies list.

“Over fifteen years ago, I founded Supergoop! with a mission to transform the sunscreen industry and eradicate skin cancer by making everyday essentials with SPF that people want to wear,” said Holly Thaggard, Supergoop! Founder and Chair of the Board. “Today, we’ve changed consumer behavior and attitudes toward SPF through innovative products and education. We couldn’t be more thrilled to join the Blackstone family of female-founded, category-creating companies to further that mission. Their experience of driving growth around the world is exceptional and will be critical to furthering our efforts to change the way the world thinks about sunscreen.”

Ann Chung, Global Head of Consumer for Blackstone Growth (BXG), said: “By creating a new category in SPF-focused skincare, Holly is the kind of innovative founder who is inspiring mission-driven entrepreneurs globally. Supergoop!’s everyday products that look and feel great while providing meaningful protection from sun damage are changing the way people view sunscreen. We’re proud to support the continued expansion of this business and to welcome Holly, Amanda and their incredible management team into the Blackstone family.”

“We are on an incredible journey at Supergoop! and are excited for the road ahead. As we look forward to the future, we wanted a partner who could help us drive the business to reach the next level,” said Amanda Baldwin, Supergoop! CEO. “We’re excited to work with the team at Blackstone because they think differently, reinforce our strengths and will help the team scale Supergoop! through expanded brand awareness, international exposure and out-of-the-box product innovation.”

Today’s investment in Supergoop! is the most recent example of a number of innovative female-founded companies Blackstone is proud to back. This includes in just the last two years SPANX, the mission-driven womenswear brand founded by Sara Blakely; Bumble, the online dating app where women make the first move founded by Whitney Wolfe Herd; Hello Sunshine, the mission-driven media company that puts women at the center of every story it creates, founded by Reese Witherspoon; Medable, a leading cloud platform for patient-centered clinical research co-founded by its CEO Dr. Michelle Longmire; Hotwire Communications, a leading provider of cutting-edge fiber-based telecommunication services co-founded by its CEO Kristin Johnson; and GeoComply, a global leader in geolocation compliance technology, co-founded by its Chairman Anna Sainsbury. This is in addition to female-led technology businesses in which Blackstone has invested, such as Ancestry.com, Articulate and Ellucian.

Investors who will continue to support Supergoop! in its next phase of growth include The Thaggard and Emery families, Encore Consumer Capital, CULT Capital, Green Park & Golf Ventures, CircleUp, Grace Beauty and SWAT Equity. Supergoop! was advised by Goldman Sachs and GreenbergTraurig. Blackstone’s financial advisor for the transaction was Raymond James & Associates, Inc. and legal advisor was Simpson Thacher & Bartlett LLP. Terms of the transaction, which is subject to customary closing conditions, were not disclosed.

About Supergoop!

Holly Thaggard launched Supergoop! to stop the skin cancer epidemic and change the way the world thinks about sunscreen. Supergoop! creates highly innovative, feel-good products that make integrating SPF into everyday routines easy (and fun!) in order to inspire consumers to do the number one thing they can for their skin- wear SPF! For more information, visit www.supergoop.com.

About Blackstone 

Blackstone is the world’s largest alternative asset manager. We seek to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. We do this by using extraordinary people and flexible capital to help companies solve problems. Our $731 billion in assets under management include investment vehicles focused on private equity, real estate, public debt and equity, infrastructure, life sciences, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis. Further information is available at www.blackstone.com. Follow Blackstone on Twitter @Blackstone.

Contacts

For Supergoop!:
Ashley Freudenheim
supergoop@derris.com

For Blackstone:
Matt Anderson
matthew.anderson@blackstone.com
(518) 248-7310

Mariel Seidman-Gati
mariel.seidmangati@blackstone.com
(917) 698-1674

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Carlyle to acquire Altadia Group from Lone Star

Carlyle

17 December 2021 – Global investment firm Carlyle (NASDAQ: CG) announced today that it has agreed to acquire Altadia Group (“Altadia”) from an affiliate of Lone Star Funds (“Lone Star”), partnering with current management, led by Vincente Bagan and Antonio Blasco, the original founders of Itaca. The transaction is subject to customary regulatory approvals and is expected to close in H1 2022.

Headquartered in Castellon, Spain, Altadia is the largest global manufacturer of intermediate products for the production of ceramic tiles. The group, formed in 2021, was created as a result of the transformational merger between Esmalglass-Itaca and Ferro Tile Coatings, consolidating its leading market position across all ceramic specialties, including the production of inkjet inks, body stains, glaze stains, and frits & glazes. Servicing a diversified base of global customers, including international leading ceramic tile producers, Altadia employs more than 3,600 people across 19 countries with a global manufacturing footprint consisting of 32 production plants and 19 distribution centres.

Carlyle will support Altadia in accelerating its growth plan through the development of its leading R&D platform, and through strategic acquisitions to expand its presence further in international markets.

Vincente Bagan, CEO of Altadia, said: “Over the last four years, thanks to the company’s strong entrepreneurial spirit, unique service offering, and its long-standing relationships with a highly diversified and global customer base, Altadia has succeeded in transforming itself into a global market leader. We thank Lone Star for their support and partnership, particularly through the merger of Ferro with Esmalglass, as we focused together on positioning the company for future sustainable growth. We are delighted to partner with Carlyle as we look to advance our strategic growth objectives.”

Alex Wagenberg, Managing Director of the Carlyle Europe Partners advisory team, said: “We have followed Altadia’s success for a number of years recognising its strong track record of launching innovative and successful products and technologies, its market-leading position for tile coatings in a growing ceramics industry, and the investment it has made in its innovation and sustainability journey. The company has a strong reputation with its customers for its production of high-quality solutions that look to transform everyday spaces and surfaces. We are excited to partner with Vicente and his team and look forward to leveraging our significant expertise in scaling specialty Chemicals businesses to diversify the business into new growth areas.”

“We congratulate the management team and Altadia employees for their many accomplishments over the last four years, most importantly the quality products and innovations they have been able to offer their customers around the world,” said Donald Quintin, President, Lone Star Opportunity Funds. “Thanks to the energy and dedication that permeates the Altadia culture, and its strong global footprint, the company stands ready to embrace the many opportunities ahead. We wish the whole team well.”

 

About Altadia Group

Headquartered in Castellon, Spain, Altadia is the largest global manufacturer of intermediate products for the production of ceramic tiles. The group, formed in 2021, was created as a result of the transformational merger between Esmalglass-Itaca and Ferro Tile Coatings, consolidating its leading market position across all ceramic specialties, including the production of inkjet inks, body stains, glaze stains, and frits & glazes. Servicing a diversified base of global customers, including international leading ceramic tile producers, Altadia employs more than 3,600 people across 19 countries with a global manufacturing footprint consisting of 32 production plants and 19 distribution centres.

 

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.

 

About Lone Star

Lone Star, founded by John Grayken, is a leading private equity firm advising funds that invest globally in real estate, equity, credit and other financial assets. Since the establishment of its first fund in 1995, Lone Star has organized 21 private equity funds with aggregate capital commitments totaling approximately $85 billion. The firm organizes its funds in three series: the Commercial Real Estate Fund series; the Opportunity Fund series; and the U.S. Residential Mortgage Fund series. Lone Star invests on behalf of its limited partners, which include institutional investors such as pension funds and sovereign wealth funds, as well as foundations and endowments that support medical research, higher education, and other philanthropic causes. For more information regarding Lone Star Funds, go to www.lonestarfunds.com.

 

Press Enquiries:

 

Carlyle Contact:

Charlie Bristow

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Afterburn Holdings, a Leading Franchisee of Orangetheory® Fitness, Acquires Washington State Area Representative

Brentwood

Brentwood Associates partners with Garnett Station Partners to finance the acquisition and support future growth

HOUSTON–(BUSINESS WIRE)–Afterburn Holdings (“Afterburn”), a leading Orangetheory® Fitness franchisee, has expanded into the Pacific Northwest with the recent acquisition of eighteen owned studios, thirteen sub-franchised studios, and area development rights to the state of Washington. Afterburn now operates and oversees 89 studios across several high growth markets and has grown its studio footprint by over four times since partnering with Brentwood Associates (“Brentwood”) in December 2018.

Concurrent with the transaction, Brentwood partnered with Garnett Station Partners (“Garnett Station”) to help Afterburn finance the acquisition. Brentwood and Garnett Station will continue to support Afterburn in its future growth.

Jim Potesta, President and CEO of Afterburn, stated, “We are excited to expand the Afterburn footprint into the growing Washington fitness market and to leverage our operational expertise to deliver a best-in-class Orangetheory Fitness experience to our members. We look forward to partnering with a highly experienced local team to return Washington to its strong, pre-pandemic performance, continuing our successful partnership with Brentwood, and cultivating a new partnership with Garnett Station.”

Chris Reekie, Principal at Brentwood, commented, “Jim and team have continued to demonstrate strong operational excellence, especially while navigating the challenging fitness environment of the last two years. The Washington market aligns well with Afterburn’s strengths in managing high-volume studios, and we look forward to seeing them deliver an exceptional member experience in their existing and new markets. Combined with our new partnership with Garnett Station, this strategic acquisition further solidifies Afterburn’s position as a top franchisee in the Orangetheory Fitness system.”

Alex Sloane, Co-Founder and Managing Partner at Garnett Station, added, “We are pleased to work alongside Brentwood to help Jim and the Afterburn team achieve this goal, and to be a partner to further accelerate Afterburn’s significant growth potential.”

Orangetheory® utilizes technology and a science-backed combination of endurance, strength and power to deliver superior fitness results. The Orangetheory® brand has garnered attention for the strong sense of community it generates within its member base. Classes are group-based and incorporate real-time results displayed on large screens in the studio, allowing participants to track progress on their goals in real time. The combination of exercise, technology and community renders the Orangetheory® workout a powerful tool, effective for all fitness levels.

Piper Sandler & Co. served as exclusive financial advisor to the seller of the Washington state area representative. Burr & Forman LLP served as legal counsel to Afterburn. Lane Powell PC served as legal counsel to the seller.

ABOUT AFTERBURN HOLDINGS

Afterburn Holdings is a leading franchisee and area representative of Orangetheory Fitness, founded in 2013 and headquartered in Houston, Texas. The Company operates and oversees 89 Orangetheory Fitness studios across territories in Texas, Florida and Washington.

ABOUT ORANGETHEORY® FITNESS

Orangetheory is a heart-rate based total-body group workout that combines science, coaching and technology to produce maximum results from the inside out. Workouts are typically 1-hour long and are led by trained coaches, incorporating endurance, strength, and power to guide members through 5 different heart rate zones. The workout aims to increase excess post-exercise oxygen consumption (EPOC or the ‘Orange Effect’) whereby participants can continue to burn a higher rate of calories for 24 to 36 hours after their workout. There are currently over 1,300 fitness studios worldwide in the Orangetheory system.

ABOUT BRENTWOOD ASSOCIATES

Brentwood Associates is a Los-Angeles based private equity investment firm with a 30+ year history of investing in middle-market growth-oriented consumer & technology-enabled business services companies. Core sectors of investment include branded consumer products and services, health and wellness, beauty, personal care, food & beverage, multi-unit restaurant and specialty retail, e-commerce, and education. Since 1984, Brentwood’s dedicated private equity team has invested in over 50 portfolio companies with an aggregate transaction value of over $6 billion. With significant experience in both investing and brand building, Brentwood is a value-added partner for entrepreneurs and senior management teams building world-class companies. For more information about Brentwood, please visit www.brentwood.com.

ABOUT GARNETT STATION PARTNERS

Garnett Station Partners is a principal investment firm founded in 2013 by Matt Perelman and Alex Sloane. Garnett Station partners with experienced and entrepreneurial management teams and strategic investors to build value for its portfolio of growth platforms. The firm draws on its global relationships, operational experience and rigorous diligence process to source, underwrite and manage investments. Core sectors include food & beverage, health & wellness, automotive and business services. Garnett Station’s culture is based on the principles of entrepreneurship, collaboration, analytical rigor and accountability. For more information, please visit www.garnettstation.com.

Contacts

Kate Klein
(832) 910-9084

Read the Full Press Release Below:

Afterburn Holdings, a Leading Franchisee of Orangetheory® Fitness, Acquires Washington State Area Representative

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