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Bain Capital Private Equity to acquire FIS

Reported by Baincapital
Jul 8, 2023· 3 min read
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Key Takeaways
  • • Bain Capital Private Equity agreed to acquire the entire shareholding of Nine Trees Group S.p.A. (NTG), the Ferrari family holding company, in FIS – Fabbrica Italiana Sintetici S.p.A., according to a joint announcement dated 7 July 2023.
  • • FIS, founded in 1957 in Montecchio Maggiore, Italy, generated sales of approximately €700M in 2022 across 70 countries and more than 300 customers, with roughly 2,000 employees and 250 R&D scientists.
  • • The transaction is subject to customary conditions precedent and approvals from competent regulatory authorities, and has not yet closed.
  • • Bain Capital described the deal as its first strategically important European pharmaceutical investment under its thematic healthcare approach, marking a step in its Italian franchise and family-owned business strategy.
  • • FIS management, led by CEO Michele Gavino and CFO Manuel Barreca, will continue to drive growth, with the Ferrari family citing Bain Capital's industrial and operational resources as key to the next phase of expansion.
Summary
Bain Capital Private Equity ("Bain Capital") and Nine Trees Group S.p.A. ("NTG"), the holding company of the Ferrari family, announced on 7 July 2023 that they had reached binding agreements for Bain Capital to acquire NTG's entire shareholding in FIS – Fabbrica Italiana Sintetici S.p.A. ("FIS"). The agreements are subject to customary conditions precedent and to approvals from competent regulatory authorities. The companies did not disclose the purchase price in the announcement.

FIS is a developer and manufacturer of small molecule active pharmaceutical ingredients (APIs) and intermediates. Founded in 1957 by the Ferrari family in Montecchio Maggiore, the company serves blue-chip pharmaceutical companies for custom and generic API synthesis. In 2022 it generated sales of approximately €700M, serving more than 300 customers in 70 countries through three manufacturing facilities in Italy. The company employs more than 2,000 people, including 250 R&D scientists, and has 25 of the 200 best-selling small molecules in the world in its portfolio. FIS also has operations in the United States, Japan and a representative office in China, according to the company's background information.

NTG chairman Giampaolo Ferrari and managing directors Alessandro Ferrari and Andrea Cappellato Ferrari said the family had found in Bain Capital "an ideal partner" to drive the next phase of growth and international expansion. FIS CEO Michele Gavino and CFO Manuel Barreca said the company aims to become the global industry leader in APIs and small-molecule manufacturing.

Christina Dix and Benjamin Kunstler, Partners and Co-Heads of European Healthcare at Bain Capital Private Equity, described the investment as strategically important for the firm in Europe and consistent with its thematic approach to pharmaceuticals. Partner Ivano Sessa said the deal builds on Bain Capital's long record of partnerships with family-owned businesses and its Italian franchise. Bain Capital manages approximately $165 billion in total assets according to the announcement.

NTG was advised by Houlihan Lokey and Zulli Tabanelli & Associati on financial matters, Orsingher Ortu Avvocati Associati on legal matters, and PwC on vendor due diligence. Bain Capital was advised by Mediobanca, Nomura, Latham & Watkins, Advancy, Bain & Company, PwC, Pirola Pennuto Zei & Associati and InterPharmaLink.

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Sources

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Baincapital Bain Capital Private Equity to acquire FIS