Acquisition of OWL S.p.A. by Solidus Bidco (Gilde Buy-Out Fund) and launch of a Mandatory Tender Offer on TAS Shares

OWL is the holding company owner of c. 73% of the ordinary shares of Tecnologia Avanzata dei Sistemi S.p.A. (“TAS”). OWL in turns is indirectly owned by (i) GUM Consulting S.p.A., Bravi Consulting S.r.l., Mr. Fabio Bravi, and Mr. Matteo Bravi, through GUM International S.p.A. (“GUM International”), and (ii) CLP S.r.l., through 2BP S.r.l. (“2BP”).

TAS is a leading group specialized in software solutions for e-money, payments and financial markets, listed on the Italian MTA. In FY2020, TAS realized €62m sales with over 550 employees.

Gilde is a leading European private equity investor in mid-market transactions with operations in the DACH region, the Benelux and Italy. Gilde manages funds in excess of EUR 3 billion and has offices in Utrecht, Brussels, Frankfurt, Zurich and Milan.

On October 21st, 2021, the shareholders of GUM International and 2BP have reached an agreement to sell 100.0% of their shareholding to Gilde (the “Transaction”). The Transaction is subject to customary regulatory conditions and closing is expected by the end of 2022.

Following the closing of the Transaction, a mandatory tender offer (the “MTO”) will be launched on all the remaining outstanding shares of TAS (currently representing c. 27% of the ordinary shares). The purchase price of the MTO will be €2.20 per share, which represents a premium of c. 15%, c. 17% and c. 22% over the weighted average official price of TAS’s ordinary shares over the past three, six and twelve months, valuing the Equity of TAS at €185m.

The goal of the MTO is to achieve a delisting from the Milan Stock Exchange.

Gilde recently opened its Milan Office and this acquisition marks the first investment in Italy by the fund.

The deal was originated and execution was led by Mid Corporate and Financial Sponsors Solutions team thanks to the strong relationships with Gilde’s deal-team leaders.

The transaction reaffirms Mediobanca capabilities in managing complex transactions and further consolidates the positioning of Mediobanca Mid Corporate team as a partner of choice for international PE funds willing to invest in Italian SMEs.