ITEN

Mergers & acquisitions

A gradual approach

1987
Personal transactions
1989
Launch of the Italy Capital Fund, managed in collaboration with an international partner
1996
Launch of the Swiss Development Capital fund, where SMC was exclusive advisor
2000
Launch of the Swiss Development Capital II fund (SDC II)
2005
Launch of the Arner Private Equity fund (APE)
  • Key performance drivers
    • Focus on small to medium sized businesses with sound development plans
    • Insistence on keeping operational management in the hands of the entrepreneur or management, with constant advisory input on new strategies / returns / profitability
    • Ability to build effective relationships with entrepreneurs and managers
    • Optimisation of financial and fiscal aspects affecting the company and the sellers
    • Quick decision-making
  • Typical target profile
    • Focus on manufacturing companies
    • Turnover greater than 10 million Euros
    • Good profitability (EBITDA margin of around 15% or above)
    • Positive cash-flows
    • Qualified and experienced management
    • Established market position
    • Sound growth plan
    • Ability to develop strategies together with the management and/or shareholders
    • Hands-on problem solving without excessive use of data tables and reports
    • Agreement on divesting at the end of the term
    • Tried and tested professional team with many years of business experience
  • Mergers & Acquisitions

    M&A transactions, joint ventures and partnerships are extremely important in company development, given the increasingly competitive and globalised environment. In this field SMC assists its customers in structuring and implementing extraordinary corporate transactions including:

    • Acquisitions
    • Divestments
    • Mergers
    • Joint ventures
    • Corporate Restructuring
    • Recapitalisations
    • Spin-offs
    • Exchange offers
    • LBOs

     

    SMC’s role includes:

    • Helping identify the project evaluation strategy
    • Defining the fair value of the transaction
    • Preparing the Information Memorandum
    • Assisting in the identification of the transaction counterparts (e.g. legal, tax and auditing firms)
    • Assisting in the negotiations with the counterpart and in the evaluation of the offers received
    • Assisting in the drafting of the Letter of Intent
    • Assisting in all contracts and shareholders agreement negotiations
  • Track Record List
    • RECA S.p.A. (July 1987) – ham producer specialising in cooked ham: replacement capital, EV 2.32 million Euro.
    • CR Serrature S.p.A. (December 1989) – production of security locks: monetization of investment for second generation shareholders, EV 1.89 million Euro.
    • CERIM S.p.A. (November 1990) – manufacturer of ceramic products for the construction industry: search for  development capital with another industrial group in the same industry sector (LBO), EV 37 million Euro.
    • FIAMCA S.p.A. (November 1991) – manufacturer of security vaults and ATMs: generational change (LBO), EV 3.84 million Euro.
    • ORFE Sp.Zo.o (July 1992) – importer and distributor of pharmaceutical products: search for development capital, purchased for 0.5 million Euro; IPO in 1998 with an IRR of 98.2% per year.
    • NEMESIS S.p.A. (August 1993) – dyeing and printing of outdoor textiles: search for development capital, EV 13 million Euro.
    • TYCON S.p.A. (May 1995) – manufacturer of industrial facilities for the chemical and pharmaceutical industries: replacement capital, support for MBO, EV 4.8 million Euro.
    • BOFFI S.p.A. (May 1995) – manufacturer of high quality kitchen furniture: support in connection with a Management Buy In.
    • ENMOTO G.m.b.h (June 1995) – distributor of motorcycles: search for development capital, EV 0.66 million Euro and resale of the stake in May 2004 for 6 million Euro.
    • NEWMED S.p.A. (March 1996) – service company in the medicare sector: search for development capital, EV 0.2 million Euro and resale in May 2004 for 1.45 million Euro.
    • IMES S.p.A. (June 1996) – manufacturer of high precision components forged at high temperatures: divestment of non-strategic activities by an Italian industrial group (LBO), EV 17.43 million Euro.
    • METALCASTELLO S.p.A. (June 1996) – manufacturer of gear-boxes for the automotive industry: monetization of investment for second generation entrepreneurs (LBO), EV 18.86 million Euro.
    • ITALIANA COKE S.p.A. (June 1998) – diversified industrial group operating in the coke and power generation sector, and the management of port terminals for solid bulk freight, replacement capital with share capital increase, EV 70.4 million Euro.
    • COSTA S.p.A. (April 2000) – manufacturer of woodworking machine tools: monetization of investment for second generation shareholders, replacement capital, EV 19.27 million Euro.
    • CARLE e MONTANARI (September 2000) – group of manufacturers of machines for the production, processing and packaging of chocolate: monetization of investment for third generation shareholders, EV 5 million Euro and resale in July 2002 for 6 million Euro.
    • SAFOSA S.p.A. (December 2000, December 2002 and June 2004) – manufacturer of cosmetic products on behalf of third parties: no generational change possible (LBO), EV 22.35 million Euro.
    • LUXY S.r.l. LUXY S.r.l. (December 2001) – manufacturer of mid/high quality office chairs: monetization of investment for second generation shareholders, E V 1.89 million Euro.
    • FORM S.p.A. (August 2002 and July 2003) – manufacturer of die cast components in aluminium for the automotive industry, as well as cast iron products: monetization of investment for second generation shareholders (LBO), EV 43.18 million Euro.
    • GOLDEN MOUSE (2003-2005) – group of companies in the internet and high-tech industry (wireless telecom services, software developer in partnership with Telecom Italia S.p.A.): sale of an entire block of shares in 2012 for a price of 8 million Euro.
    • VAPRIO STILE S.r.l. (April 2005) – textiles and apparel manufacturer: MBO, EV 5 million Euro.
    • CARTORAMA S.r.l. (October 2005) – group of office supplies, gifts and Christmas products distribution companies: sale of a majority of shares by the shareholder to the management (MBO), EV 75 million Euro, resold in 2006 for 157 million Euro.
    • BRACCHI S.p.A. (May 2006) – company providing logistics services in connection with elevators and escalators: purchase of shares by second generation shareholders, EV 35 million Euro.
    • COMAR YACHT S.p.A. (October 2006) – group of companies for the production of sailing yachts in the mid-high end market segment: monetization of investment for the founding shareholders, EV 17.7 million Euro.
    • CHINY SA (July 2006) – real estate company: purchase of shares in other companies mainly operating in the provision of assistance to elderly persons, EV 35 million Euro.
    • GRUPPO SINTESI S.p.A. (December 2006) – manufacturer of mid- to-high quality furniture: LBO transaction, EV 14.7 million Euro.
    • COMDATA S.p.A. July 2007) – service company, leader in the customer relationship management sector: minority transaction (carried out together with other two financial investors) in the context of re-leveraging the company’s debts, EV 127.6 million Euro.
    • 3B SA S.r.l. (April 2008) – Belgian manufacturer of optical fibres for industrial applications: minority transaction, EV 147 million Euro.
    • PRIMAT S.r.l. (June 2008) – manufacturer of anti-corrosion coatings for components for the automotive industry: monetization of investment for the owners, (LBO), EV 28 million Euro.
    • ZETA G S.r.l. (June 2008) – manufacturer of industrial coatings for wood and steel surfaces: gradual exit by the current owners over the following 2-4 years, EV 15 million Euro.
    • ISEM S.r.l. (July 2008) – leading European manufacturer of boxes and packaging: transaction to finance growth and the purchase of another company in the same sector, EV 40.8 million Euro.
    • BANCA ARNER (Italia) S.p.A. (June 2014) – private banking specialist: sale of 100% of the company’s capital to a financial/industrial investor: EV 12 million Euro

Italy Capital Found

ICF - CHARACTERISTICS

Size: USD 12 million
Minimum subscription: USD 1,000,000
Established: 1989
US limited partnership
Duration: 7 years (extended by a further 3 years)
Investment period: 4 years

Swiss Development Capital

SDC - CHARACTERISTICS

Size: ITL 25 billion
Minimum subscription: ITL 1,000,000,000
Established: 1996
Scottish limited partnership
Duration: 8 years (extended by a further 3 years)
Investment period: N/A

Swiss Development Capital II

SDC II - CHARACTERISTICS

Size: Euro 45 million
Minimum subscription: EUR 500,000.00
Established: 1 September 2000
Scottish limited partnership
Duration: 7 years
Investment period: 4 years

Arner Private Equity

APE - CHARACTERISTICS

Size: Euro 100 million
Minimum subscription: EUR 500,000.00
Established: 30 April 2005
Scottish limited partnership
Duration: 9 years (extended by a further 3 years)
Investment period: 5 years