Take-privates are again the opening theme of the day, as the competition between Silver Lake and a portfolio company of Bain Capital to take control of a German enterprise software developer heats up. We also have an update on the likely end date for Blackstone’s move for Industrials REIT.
We have a couple of green deals to report, involving Ambienta and Greybull Capital, which is great timing as we’ll be at the Impact Investor Global Summit next week (let us know at craig.m@pei.group if you’re going and would like to meet).
Rounding things out, we have a deal in the aerospace and perfumery sectors, as well as a hire in the DACH region.
Computer games
Rocket Software – a portfolio company of US private equity firm Bain Capital – has made an amended non-binding offer to buy all the shares of Software AG, a Darmstadt, Germany-headquartered enterprise software developer that is subject to another private equity bid. But the board of the target are keeping their support with the original bidder.
Rocket, an enterprise software company based in Boston, Massachusetts, last night made an initial offer price of €34 per share, which it said was a premium of 73.6 percent compared to the share price on 20 April – before the other offer was announced – and 67.3 percent to the three-month average up to that point.
The company is already the subject of a take-private offer by another US private equity firm, Silver Lake. Silver Lake upped its offer from €30 per share to €32 per share – giving Software AG a valuation of around €2.4 billion – after reports surfaced that Bain and Rocket had made a rival bid, as we reported yesterday.
Rocket’s new offer includes the caveat that if Silver Lake and the Software AG Foundation – a charity and Software AG’s largest shareholder – supported the merger of Software AG and Rocket, then the share price would rise to €36. This would offer a premium of 83.8 percent to the pre-announcement close and 77.2 percent to the three-month average. In that case, the minimum acceptance threshold would be 62.5 percent of Software AG’s entire share capital.
Without that support, the offer price would stay at €34 and the threshold would be lowered to 40 percent, which would “reflect Rocket Software’s conviction in the Company’s current growth strategy and would position Rocket Software as a supportive anchor shareholder in Software AG”, according to a statement.
Rocket said that its improved offer would therefore be superior to Silver Lake’s “in all scenarios”.
But the Software AG board does not agree. Rocket’s new offer “does not represent a superior offer”, it said in a short statement in reply.
Silver Lake’s offer “is in the best interest of all of the Company’s stakeholders; it has a significant premium for shareholders, a high degree of deal certainty and will accelerate the execution of the Company’s strategy as an independent German headquartered company”, it concluded.
According to the latest figures, Silver Lake owns more than 30 percent of Software AG and has a fully binding share purchase agreement with the Foundation for a 25.1 percent.
For more on US private equity firms making plays for listed European companies, check out my feature here.
Court date
Sticking with take-privates for a moment, and Blackstone’s move for Industrials REIT, a UK property company listed on the London Stock Exchange, looks to be nearing closure after the board of the target outlined a timetable for the takeover.
The offer is subject to shareholder votes that will take place at a court meeting and a general meeting, both scheduled for 31 May.
The board agreed Blackstone’s bid of 168p per share, which values the company’s outstanding stock at £511 million ($645 million; €589 million), back in March. We understand though that the total enterprise value, including debt, is around £700 million.
Going green
The full PE Hub Europe team – Nina Lindholm, Irien Joseph and me – will be attending the Impact Investor Global Summit next week in London at the Royal Lancaster Hotel.
It’d be great to catch up if you’re there – drop me a note at craig.m@pei.group to arrange.
In the meantime, we’ve got some green updates for you.
Ambienta has acquired a majority stake in Previero, an Italian company in the plastic mechanical recycling sector.
Ambienta plans to support Previero by providing financial and managerial resources, and promoting further investments in fixed and human capital, according to a release.
“The need to increase plastic circularity is then becoming more and more urgent, with all global consumer packaging and retail companies committing to achieve up to 50 percent recycled content in their packaging by 2030,” said Mauro Roversi, founding partner and private equity CIO at Ambienta. “This will substantially increase global investments in additional recycling capacity over the next decade.”
Solar
Switching to energy, and McLaren Applied, a portfolio company of Greybull Capital, will acquire Fimer, an Italian designer and manufacturer of inverters for solar systems.
Fimer, headquartered in Vimercate, supplies renewable energy equipment.
McLaren’s investment will enable Fimer to complete its restructuring process, support the plan for the continuity of the business and expand activities, according to a release.
Fimer will receive financial support of €50 million, part of which will be made available as soon as practical to assist with Fimer’s activities during the current year, the release said.
Strategy
Our colleagues over at Buyouts have a piece about how Apollo Global Management is aiming to launch a clean transition private equity strategy.
A dedicated programme is expected to be unveiled in the third quarter, co-president Scott Kleinman said in the firm’s first-quarter earnings call. The goal, he said, is to “continue to expand the scope and scale of our activity in the sustainable investing area”.
Airlines
Sticking with Apollo, and the firm has entered negotiations with Air France-KLM for a €500 million funding into an affiliate of Air France that owns engineering and maintenance assets.
The proceeds of the potential transaction will be allocated to general corporate purposes, according to a release.
Apollo’s potential funding will be non-dilutive and structured via a quasi-equity financing instrument, the release added.
Apollo completed a €500 million investment into an operating affiliate of Air France that owns a pool of spare engines dedicated to Air France’s engineering and maintenance activities in July.
Perfumery
Cathay Capital has increased its stake in Juliette has a gun, and Weinberg Capital Partners has invested in the company.
Juliette is a perfumery brand based in Paris, France. The company also offers a range of home fragrances and personal care products such as candles, hand cream, and diffusers.
Cathay Capital first invested in Juliette in November 2020.
Juliette, in the last four years, has seen growth with an average of 40 percent a year, tripling its turnover over the last two years to achieve €120 million in retail sales value in 2022.
Juliette plans to consolidate its presence in in the US, China, and the Middle East, as well as further develop in Latin American and Southeast Asian perfume markets, according to a release.
DACH move
Andera Partners has appointed Stefan Keitel as senior advisor to support the firm strategically in the DACH region.
“The appointment of Stefan underlines our ambition to further strengthen our presence in Germany, Austria and Switzerland, within the context of our broader growth in Europe,” said Laurent Tourtois and Raphaël Wisniewski, co-managing partners at Andera Partners.
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