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IRIS Software Group secures major US investment from Leonard Green & Partners

HG Capital

IRIS Software Group secures major US investment from Leonard Green & Partners

Co-controlling investment will support IRIS as it scales as a global leader in accountancy, payroll, HR and education mission-critical software and services.

  • New US-based investment will support IRIS as the business continues to scale in North America, executing its long-term strategy with strong executive leadership and an exceptional track record.

  • Leonard Green & Partners, L.P. (LGP) to take a co-controlling stake alongside Hg, who is re-investing in the business, acknowledging Hg’s strong 20-year relationship and experience working with the IRIS team.

  • ICG shares LGP’s and Hg’s belief in IRIS’s upside potential in North America and will remain as a minority investor in the business through a new investment.

  • Investment represents one of Europe’s largest software buyouts for 2023, valuing IRIS at an Enterprise Value (EV) of around £3.15bn.

Los Angeles, CA, US and London, UK. 23 December 2023. IRIS Software Group (IRIS), a leading global provider of mission-critical software and services in accountancy, payroll, HR and education, today announces it has secured a co-controlling investment from LGP, a Los Angeles-based private equity firm, in a transaction valuing the business at an EV of around £3.15bn.

LGP will take a co-controlling stake in the business, supporting IRIS’s US expansion ambitions with its local presence and network. Hg, a leading investor in European and transatlantic software and services businesses, will retain a co-controlling stake in IRIS in acknowledgement of Hg’s transatlantic capabilities and strong 20-year relationship and experience working with the IRIS team. As part of the transaction, ICG will remain as a minority investor in the business.

With 80% of customers remaining with IRIS for five years or more, the business has firmly established itself as a trusted leader with a strong reputation. This has contributed to significant growth over the last five years, both organically and through acquisitions, enriching and improving its customer offering, whilst delivering revenue and EBITDA growth rates of 20% CAGR. Today IRIS has a rapidly growing presence in North America – which now accounts for over 25% of group revenues.

 “To secure backing from a leading US investor in LGP, alongside the continued support of Hg and ICG, underscores IRIS’s enduring success over many decades. Our unparalleled product portfolios combined with excellent customer service have resulted in IRIS being a leader in our sectors. We have also expanded our country presence with a notable focus on the US, so LGP’s local expertise will be instrumental in our acceleration to a world-class transatlantic business.”

Elona Mortimer-Zhika, CEO of IRIS

Starting 45 years ago with accountancy software, IRIS has evolved to be relied on by more than 100,000 customers. Today, the business handles $18 billion of payroll payments annually in the US and Canada, and processes six million pay slips worldwide each month. One in six of the UK’s workforce is paid by IRIS payroll offerings, and more than 850,000 UK employees are managed by IRIS HR solutions.”

IRIS has a broad UK education software suite with more than 12,000 UK schools and academies using its solutions. More than 4 million parents and guardians benefit from IRIS’ parent engagement apps to connect with their child’s school, with 300 million messages delivered annually between schools and parents.

“We are incredibly excited to partner with IRIS, whose leadership, value-based culture and reputation for excellence align with the key characteristics we look for in the companies we invest in. We very much look forward to working with Elona and the rest of the management team, as well as Hg and ICG, to accelerate the next phase of IRIS’ growth.

Usama Cortas, Partner at LGP

IRIS was Hg’s inaugural investment into the Tax & Accounting software sector in 2004. Hg has been an investor in the business ever since, during which time the firm has invested around $10 billion in the wider tax and accounting software segment across Europe and North America. 

“IRIS and Hg have a long history, evolving together over the past 20 years. We’re delighted to now partner alongside LGP to accelerate IRIS’ US ambitions. Now, more than ever, we recognise Elona and her team as leading a high-quality software and services business, digitising a sector still in the early stages of its software adoption, with tremendous opportunity still ahead.”

Nic Humphries, Senior Partner, Hg.

Closing is subject to customary regulatory clearances.

Arma Partners and Rothschild & Co acted as corporate finance advisors to Hg. Jefferies International and William Blair acted as financial advisors to LGP. Legal advisors included Skadden and Linklaters for Hg; Latham & Watkins for LGP and Ropes & Gray for ICG.

Contacts

IRIS: UK and US: Sara Lewis | sara.lewis@iris.co.uk

Hg: UK: Tom Eckersley | tom.eckersley@hgcapital.com |

LGP: communications@leonardgreen.com

About IRIS Software Group

IRIS Software Group is a global provider of mission critical software and services, and one of the UK’s largest privately held software companies. IRIS provides software solutions and services for finance, HR and payroll teams, educational organisations, and accountancy firms that takes the pain out of processes and lets professionals focus on the work they love. Through simplifying, automating and providing insights on everyday mission critical tasks for organisations of all shapes and sizes, IRIS ensures customers can look forward with certainty and confidence.

One in six of the UK’s workforce is paid by IRIS payroll offerings, and globally, six million employees receive their payslip via IRIS software every month. IRIS handles $18 billion of payroll payments annually in US and Canada. Over 12,000 UK schools and academies use IRIS, with four million parents and guardians using IRIS apps to connect with their children’s school; 300 million messages are delivered between schools and parents each year, and over £15 million transactional payments are processed every month. IRIS is certified as a Great Place to Work® in UK, Ireland, India, Canada and USA and recognised as one of The Times Top 50 Employers for Gender Equality in 2023. IRIS is also recognised as one of the Best Workplaces for Wellbeing, one of the Best Workplaces in Tech and one of the Best Workplaces for Women.

To see how IRIS helps organisations get things right first time, every time, visit www.iris.co.uk, www.irisglobal.com or follow IRIS Software Group on LinkedIn, Twitter and Instagram.

About LGPLGP is a leading private equity investment firm founded in 1989 and based in Los Angeles with $70 billion of assets under management. The firm partners with experienced management teams and often with founders to invest in market-leading companies. Since inception, LGP has invested in over 120 companies in the form of traditional buyouts, going-private transactions, recapitalizations, growth equity, and selective public equity and debt positions. The firm primarily focuses on companies providing services, including consumer, healthcare, and business services, as well as retail, distribution and industrials. For more information, please visit www.leonardgreen.com.

About Hg

Hg supports the building of sector-leading enterprises that supply businesses with critical software applications or workflow services, delivering a more automated workplace for their customers.

This industry is characterised by digitisation trends that are in early stages of adoption and are set to transform the workplace for professionals over decades to come. Hg’s support combines deep end-market knowledge with world class operational resources, together providing compelling support to entrepreneurial leaders looking to scale their business – businesses that are well invested, enduring and serve their customers well.

With a vast European network and strong presence across North America, Hg’s 400 employees and $65bn in funds under management support a portfolio of more than 50 businesses, worth over $135 billion aggregate enterprise value, with over 100,000 employees, consistently growing revenues at more than 20% annually. Additional information is available at www.hgcapital.com.

About ICG

ICG provides flexible capital solutions to help companies develop and grow. We are a leading global alternative asset manager with over 30 years’ history, managing $81bn of assets and investing across the capital structure. We operate across four asset classes: Structured and Private Equity, Private Debt, Real Assets, and Credit.

We develop long-term relationships with our business partners to deliver value for shareholders, clients and employees, and use our position of influence to benefit the environment and society. We are committed to being a net zero asset manager across our operations and relevant investments by 2040.

ICG is a member of the FTSE 100 and listed on the London Stock Exchange (ticker symbol: ICP). Further details are available at www.icgam.com. You can follow ICG on LinkedIn, X (Twitter) and Instagram. Past performance is no guarantee of future results.

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Vulcain Engineering continues its growth with the support of Ardian, EMZ and Tikehau Capital

EMZ Partners

Vulcain, the engineering group which specializes in energy transition and life sciences, and employs more than 3,500 people, has announced the exit of its shareholders Equistone Partners Europe and Sagard with a new LBO.

Accompanied by more than 350 employee shareholders, Co-CEOs of Vulcain Frédéric Grard and Alban Guilloteau have strengthened their positions in the group’s capital and governance structures. With the help of their long-standing advisor, D&A Corporate Finance, the founding managers steered a limited process that brought together a consortium of leading investors to support the group’s exponential growth.

Ardian, a world-leading private investment house, coordinates the consortium with Tikehau Capital, a world-leading private equity player in decarbonization and EMZ, a specialist in supporting founding managers.

Bpifrance, Amundi Private Equity Funds and the Fonds France Nucléaire managed by Siparex complete the financing round by providing specific expertise.

A pool of banks made up of leading players is financing the deal through senior debt, supplemented by mezzanine financing provided by Eurazeo Private Debt, the group’s long-standing partner.

With this transaction, the Group will have access to substantial and diversified financial resources, as well as French institutional shareholders committed to an entrepreneurial approach.

With the support of Equistone and Sagard, Vulcain has expanded rapidly over the past four years, growing from sales of €160m in 2019 to €370m by 2023. The realisation of current external growth opportunities should enable the company to cross the €450m threshold in 2024.

Its positioning as a multi-specialist engineering expert in critical infrastructures allows Vulcain to take advantage of mega-trends linked to the energy transition, with expertise in nuclear power, renewable energies, gas, hydrogen, energy transmission and distribution networks, and railways. The Group’s market opportunity is further bolstered by sovereignty issues in the pharmaceutical industry.

Vulcain’s track record of external growth, with 27 acquisitions made since 2019, has enabled it to strengthen its relationship with its major customers, and to expand its range of high added-value services, as well as its geographical presence.

It now generates more than 35% of its business abroad, particularly in the UK, Finland, Belgium, Spain, Switzerland, Denmark, Sweden and Germany, as well as in North and Latin America.
The Group’s ambition is to continue to expand internationally and deepen its offering in terms of digitising engineering processes and making the most of data relating to facilities and infrastructures, notably through acquisitions.

The ambition of the joint CEOs Alban Guilloteau and Frédéric Grard is to continue to develop their company in line with the convictions and values that drive them. The quality of Vulcain’s workforce and the underlying markets open up the prospect of achieving sales of €1 billion under the next strategic plan.
Completion of the transaction remains subject to the usual pre closing conditions for this type of transaction, and in particular to obtain the required regulatory authorizations.

“After a decade of working together, we are delighted to have succeeded in building a multicultural management team within Vulcain and in involving more than 350 employees in our entrepreneurial and shareholder adventure. The consortium of leading investors that we are announcing today is the result of the work carried out by all the group’s employees over the last few years, which has enabled Vulcain to become a leading European player in the energy transition.”Alban Guilloteau & Frédéric Grard, CO-CEO’s, Vulcain

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Vulcain Engineering continues its growth with the support of a consortium of investors led by Ardian, in association with Tikehau Capital and EMZ and supported by Bpifrance, Amundi and the Fonds France Nucléaire, managed by Siparex

Ardian

Vulcain, the engineering group which specializes in energy transition and life sciences, and employs more than 3,500 people, has announced the exit of its shareholders Equistone Partners Europe and Sagard with a new LBO.

Accompanied by more than 350 employee shareholders, Co-CEOs of Vulcain Frédéric Grard and Alban Guilloteau have strengthened their positions in the group’s capital and governance structures. With the help of their long-standing advisor, D&A Corporate Finance, the founding managers steered a limited process that brought together a consortium of leading investors to support the group’s exponential growth.

Ardian, a world-leading private investment house, coordinates the consortium with Tikehau Capital, a world-leading private equity player in decarbonization and EMZ, a specialist in supporting founding managers.

Bpifrance, Amundi Private Equity Funds and the Fonds France Nucléaire managed by Siparex complete the financing round by providing specific expertise.

A pool of banks made up of leading players is financing the deal through senior debt, supplemented by mezzanine financing provided by Eurazeo Private Debt, the group’s long-standing partner.

With this transaction, the Group will have access to substantial and diversified financial resources, as well as French institutional shareholders committed to an entrepreneurial approach.

With the support of Equistone and Sagard, Vulcain has expanded rapidly over the past four years, growing from sales of €160m in 2019 to €370m by 2023. The realisation of current external growth opportunities should enable the company to cross the €450m threshold in 2024.

Its positioning as a multi-specialist engineering expert in critical infrastructures allows Vulcain to take advantage of mega-trends linked to the energy transition, with expertise in nuclear power, renewable energies, gas, hydrogen, energy transmission and distribution networks, and railways. The Group’s market opportunity is further bolstered by sovereignty issues in the pharmaceutical industry.

Vulcain’s track record of external growth, with 27 acquisitions made since 2019, has enabled it to strengthen its relationship with its major customers, and to expand its range of high added-value services, as well as its geographical presence.

It now generates more than 35% of its business abroad, particularly in the UK, Finland, Belgium, Spain, Switzerland, Denmark, Sweden and Germany, as well as in North and Latin America.

The Group’s ambition is to continue to expand internationally and deepen its offering in terms of digitising engineering processes and making the most of data relating to facilities and infrastructures, notably through acquisitions.

The ambition of the joint CEOs Alban Guilloteau and Frédéric Grard is to continue to develop their company in line with the convictions and values that drive them. The quality of Vulcain’s workforce and the underlying markets open up the prospect of achieving sales of €1 billion under the next strategic plan.

Completion of the transaction remains subject to the usual pre closing conditions for this type of transaction, and in particular to obtain the required regulatory authorizations.

“After a decade of working together, we are delighted to have succeeded in building a multicultural management team within Vulcain and in involving more than 350 employees in our entrepreneurial and shareholder adventure. The consortium of leading investors that we are announcing today is the result of the work carried out by all the group’s employees over the last few years, which has enabled Vulcain to become a leading European player in the energy transition.” Alban Guilloteau & Frédéric Grard, Co-CEO’s, Vulcain

“Over the last four years, Vulcain Engineering has succeeded in consolidating its positioning driven by trends relating to the energy transition, health & life science and infrastructure. The group has accelerated its development with us through around twenty external growth operations in France, Europe and the American continent. We are happy to have supported Frédéric Grard, Alban Guilloteau and Vulcain Engineering in its transformation into a true European player. Vulcain’s trajectory illustrates what constitutes Equistone’s DNA: positively supporting high-quality management teams and supporting their development strategy in France and internationally to become leading players in their sector.” Grégoire Châtillon & Stanislas Gaillard, Equistone Partners Europe

“We have been impressed by the quality of Vulcain Ingénierie’s management team and convinced by the group’s positioning, which focuses on high-growth sectors driven by the energy transition. We were also impressed by the know-how in terms of external growth and the internationalization of the group. We will be making the resources of the Ardian platform available to further accelerate the Group’s development in its core business, in particular through acquisitions.”  Alexis Lavaillote, Managing Director Expansion, Ardian

“We are delighted to make the first investment of our second vintage of private equity strategy dedicated to decarbonisation in Vulcain Ingénierie. This significant transaction gives us the opportunity to support a recognised management team at the head of a resilient group, strongly committed to decarbonisation and European industrial sovereignty. With this private equity strategy focused on decarbonisation, Tikehau Capital is reaffirming its commitment to support the development of a positive-impact offering while helping companies to expand internationally via its global platform.” Emmanuel Laillier, Head of Private Equity, Tikehau Capital

“We were impressed by the leadership and quality of the management team led by Alban and Frédéric. Vulcain has a fantastic human capital, united by a motivating corporate culture and committed to the crucial issues of the energy transition and life sciences.  We are delighted to join this great entrepreneurial adventure.” François Carré, EMZ

LIST OF PARTICIPANTS

  • PARTICIPANTS

    • VULCAIN INGÉNIERIE: ALBAN GUILLOTEAU, FRÉDÉRIC GRARD
    • EQUISTONE PARTNERS EUROPE: GRÉGOIRE CHÂTILLON, STANISLAS GAILLARD, FLORENT ROSTAING, VALÉRIAN FLEURY
    • SAGARD: MAXIME BAUDRY, JÉRÔME TRIEBEL
    • EXPANSION, ARDIAN: ALEXIS LAVAILLOTE, ARNAUD DUFER, ROMAIN GAUTRON, ZOÉ BERGERAULT
    • TIKEHAU: EMMANUEL LAILLIER, PIERRE GERBEAUD, MATHIEU BADJECK, LÉA POISSON, LUCIE TAILLEUR
    • EMZ: FRANÇOIS CARRÉ, AJIT JAYARATNAM, ARTHUR MORISSEAU
    • BPIFRANCE INVESTISSEMENT: ALESSANDRO GONELLA, PIERRE MONIN, RAFAEL DUCH, LOUIS LAFFOURCRIERE
    • AMUNDI PRIVATE EQUITY FUNDS: CLAIRE CHABRIER, FRÉDÉRIC LABIA, JEAN KARBOUYAN, THÉO QUINSAC, JULIEN KAISER-LORENTZ
    • FONDS FRANCE NUCLÉAIRE, SIPAREX: BENOIT DESFORGES, ROMAIN BOISSON DE CHAZOURNES, NICOLAS SLUYS, HUGO PETITJEAN

LIST OF ADVISORS

  • ADVISORS

    • M&A – SELLERS, COMPANY, MANAGEMENT : D&A (JEAN-MARC DAYAN, FRANÇOIS DUBOURG, JÉRÔME DA SILVA, CHARLES COLLE, PAUL DIGUET)
    • LEGAL ADVISOR M&A – COMPANY, MANAGEMENT: GOODWIN PROCTER (THOMAS MAITREJEAN, AURÉLIEN DIDAY, WILLIAM DUCROCQ-FERRE)
    • LAWYERS FINANCING – COMPANY, MANAGEMENT: GOODWIN PROCTER (ADRIEN PATURAUD, ALEXANDER HAHN)
    • TAX ADVICE – COMPANY, MANAGEMENT: CHAOUAT & ASSOCIÉS (STÉPHANE CHAOUAT, ALEXANDRE GROULT)
    • LAWYERS M&A – SELLERS: PAUL HASTINGS (SÉBASTIEN CRÉPY, OLIVIER DEREN, VINCENT NACINOVIC)
    • DEBT ADVISORY – COMPANY, MANAGEMENT: MARLBOROUGH PARTNERS (ROMAIN CATTET, PHILIPPE DE COURRÈGES, GRANT POLLOCK, KOUROS QUENTIN JENABZADEH, NICKA KOBIASHVILI)
    • STRATEGIC VENDOR DUE-DILIGENCE – SELLERS, COMPANY: LEK (DAVID DANON-BOILEAU, FREDERIC DESSERTINE, SERGE HOVSEPIAN, BENJAMIN TUCHMAN)
    • FINANCIAL VENDOR DUE DILIGENCE – SELLERS, COMPANY: EY (LAURENT MAJUBERT, SAMI FOURATI, FLORIANE HAYOT, HUGO CHARPENTIER)
    • TAX VENDOR DUE DILIGENCE – SELLERS, COMPANY: EY AVOCATS (ALEXIS MARTIN, OLIVIER GALERNEAU, PIERRE-ANTOINE QUATRHOMME)
    • LEGAL VENDOR DUE DILIGENCE – SELLERS, COMPANY: EY AVOCATS (BENOÎT LOSFELD, MATHIEU COLLING)
    • SOCIAL VENDOR DUE DILIGENCE – SELLERS, COMPANY: EY AVOCATS (ANNE-ELISABETH COMBES, TAINA CELESTIN)
    • ESG VENDOR DUE DILIGENCE – SELLERS, COMPANY: AXA CLIMATE (JULIEN FAMY, LUCIE DELZANT)
    • LAWYERS M&A – BUYERS: HOGAN LOVELLS (STÉPHANE HUTEN, ARNAUD DEPARDAY)
    • STRATEGIC DUE DILIGENCE – BUYERS: MCKINSEY (FRÉDÉRIC RÉMOND, MARION SOULA, SOUHAIL BENTALEB)
    • FINANCIAL DUE DILIGENCE – BUYERS: KPMG (OLIVIER BOUMENDIL, BORIS GUEUDIN, ISMAIL RADI)
    • LEGAL, TAX, SOCIAL DUE DILIGENCE – BUYERS: KPMG (FLORENCE OLIVIER, XAVIER HOUARD, ALBANE EGLINGER)
    • INSURANCE DUE DILIGENCE – BUYERS: FINAXY (DEBORAH HAUCHEMAILLE)
    • ESG DUE DILIGENCE – BUYERS: PWC (EMILIE BOBIN, ALICE ROBINEAU)

ABOUT ARDIAN

Ardian is a world-leading private investment house, managing or advising $160bn of assets on behalf of more than 1,560 clients globally. Our broad expertise, spanning Private Equity, Real Assets and Credit, enables us to offer a wide range of investment opportunities and respond flexibly to our clients’ differing needs. Through Ardian Customized Solutions we create bespoke portfolios that allow institutional clients to specify the precise mix of assets they require and to gain access to funds managed by leading third-party sponsors. Private Wealth Solutions offers dedicated services and access solutions for private banks, family offices and private institutional investors worldwide. Ardian’s main shareholding group is its employees and we place great emphasis on developing its people and fostering a collaborative culture based on collective intelligence. Our 1,050+ employees, spread across 19 offices in Europe, the Americas, Asia and Middle East are strongly committed to the principles of Responsible Investment and are determined to make finance a force for good in society. Our goal is to deliver excellent investment performance combined with high ethical standards and social responsibility.
At Ardian we invest all of ourselves in building companies that last.

ardian.com

ABOUT TIKEHAU CAPITAL

Tikehau Capital is a global alternative asset management group with €42 billion of assets under management (as at 30 September 2023).
Tikehau Capital has developed a broad range of expertise across four asset classes (private debt, real assets, private equity, capital markets strategies) as well as strategies focused on multi-asset solutions and special situations. Led by its co-founders, Tikehau Capital has a differentiating business model, a strong balance sheet, privileged access to global transaction opportunities and a solid track record in supporting high quality companies and executives. Deeply rooted in the real economy, Tikehau Capital provides tailor-made and innovative alternative financing solutions to the companies it supports, and strives to create long-term value for its investors while generating a positive impact on society. Backed by substantial equity capital (€3.1 billion at 30 June 2023), the Group invests its capital alongside its investor-clients in each of its strategies. Controlled by its management, alongside leading institutional partners, Tikehau Capital is guided by a strong entrepreneurial spirit and DNA, shared by its 757 employees (at 30 September 2023) spread across its 15 offices in Europe, Asia and North America. Tikehau Capital is listed on the regulated market of Euronext Paris, Compartment A (ISIN code: FR0013230612; Ticker: TKO.FP).

tikehaucapital.com

ABOUT EMZ

EMZ is an independent pan-European investment company specialising in medium-sized companies. Since 1999, EMZ has contributed to the financing of more than 160 buy-outs and expansion transactions (acquisitions, industrial investments, etc.) for a total amount invested of more than €5 billion. EMZ’s investment strategy focuses on companies run by experienced management teams who are willing to enter into a collaborative, horizontal partnership with their financial partner.

emzpartners.com

ABOUT BPI FRANCE

Bpifrance’s equity investments are made by Bpifrance Investissement. Bpifrance finances companies – at every stage of their development – through loans, guarantees and equity. Bpifrance supports them in their innovation and international projects. Bpifrance now also supports their export activities through a wide range of products. Advice, universities, networking and acceleration programmes for start-ups, SMEs and ETIs are also part of the services offered to entrepreneurs. Thanks to Bpifrance and its 50 regional offices, entrepreneurs have a single, close and effective contact to help them meet their challenges.

bpifrance.com

ABOUT AMUNDI

Amundi Real Assets & Alternatives brings together a complete range of capabilities in real estate, private debt, private equity, infrastructure, multi-management and alternatives. Drawing on decades of experience in private markets, Amundi facilitates access to real assets for institutional and retail investors. With nearly €72 billion in assets under management1, the business line is supported by 280 professionals in seven main investment hubs in Paris, London, Milan, Luxembourg, Barcelona, Madrid and Dublin.

amundi.com

ABOUT FONDS FRANCE NUCLEAIRE, SIPAREX

Equally subscribed by EDF and the French State and managed by Siparex, the France Nucléaire Fund invests in SMEs and intermediate-sized companies within the nuclear industry. It supports them notably in their projects for organic and/or external growth, as well as in the context of capital development, transmission, or restructuring operations. The fund intervenes in both majority and minority positions, either independently or through co-investment, leveraging the expertise of key players within the nuclear sector.
The French State’s participation in the fund is part of the France Relance plan, within which the French State allocates 470 million euros to the nuclear sector across various aspects, including the modernization of industrial tools, strengthening of skills, and research & development.

siparex.com/fonds-france-nucleaire

ABOUT EQUISTONE PARTNERS

Equistone is an independent investment firm wholly owned and managed by its executives. The company is focused on investing in European mid-market buyouts across six core sectors. Equistone has a strong focus on change of ownership deals and aims to invest between €25m and €200m+ of equity in various businesses. The company has a team of over 40 investment professionals operating across Benelux, France, Germany, Switzerland and the UK, investing as a strategic partner alongside management teams. Equistone is currently investing its sixth buyout fund, which held a final closing at its €2.8bn hard cap, and its Equistone Reinvestment Fund, which focuses on minority reinvestments alongside acquiring sponsors following an exit from one of its main buyout funds. Equistone Partners Europe Limited is authorised and regulated by the Financial Conduct Authority.

equistonepe.com

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Blackstone Signs Definitive Agreement to Acquire Sony Payment Services, Broadening its Japan Private Equity Portfolio

Blackstone

TOKYO – December 22, 2023 – Blackstone (NYSE: BX) today announced that Private Equity funds managed by Blackstone have entered into a definitive agreement to acquire a majority stake in Sony Payment Services Inc. (SPSV), one of Japan’s leading payment service providers, from Sony Bank, a wholly-owned subsidiary of Sony Group. Sony Bank will roll over a certain portion of its equity and will continue to support the growth of SPSV as a minority investor. This marks Blackstone’s first investment in the financial technology sector in Japan.

Sony Group established its payment service business in 1995, which became a standalone company in 2006. Today, SPSV is one of the top payment service providers in Japan, offering high-speed and secure infrastructure for customers and businesses to process online payments.

Steve Schwarzman, Chairman, Chief Executive Officer & Co-Founder, Blackstone, said: “Sony has been a longstanding partner to Blackstone. Our partnership goes all the way back to Blackstone’s founding nearly four decades ago – we started out as a boutique M&A firm, and Sony was one of our earliest clients. We are proud to once again partner with a leading corporation in Japan and deepen our presence in the country, a key market for Blackstone where we’ve cultivated valuable relationships based on trust and shared success.”

Atsuhiko Sakamoto, Head of Private Equity, Blackstone Japan, said: “We are thrilled to invest in SPSV, one of Japan’s leading payment services providers and a well-established financial technology company, and expand our Japan Private Equity portfolio in “good neighborhoods” – sectors with strong secular growth. Digitization of the economy is a key trend around the world including Japan, and SPSV is exceptionally positioned to benefit with its sophisticated technology and robust customer base. We’re committed to bringing our operational and technology expertise and scale to support SPSV’s growth.”

Kenichiro Yoshida, Chairman and CEO, Sony Group, said: “For the past 30 years, SPSV has led Japan’s cashless evolution, making payments safe and secure for customers. We believe Blackstone, a long-standing partner of Sony Group, can help continue the legacy that SPSV has formed and support its next phase of growth.”

Keiji Minami, President & Chief Executive Officer, Representative Director, Sony Bank, said: “SPSV has seen steady growth and gained the trust of customers by providing high-quality service. With the accelerated shift towards cashless payments and increasing diversification in payment types, it’s more important than ever to adapt to new trends with greater speed. We believe that Blackstone is the best partner, bringing a global perspective and its expertise and network in the payment business.”

Hidehiko Nakamura, President & Chief Executive Officer, Representative Director, Sony Payment Services, said: “SPSV has solidified a healthy market position and earned the trust of customers as a high-quality payment service provider. We believe this partnership with Blackstone will boost SPSV’s capabilities through investments in IT and talent to help accelerate its growth journey, particularly at an exciting time of growth for the electronic payment industry in Japan.”

Japan is the fourth largest electronic card payment market in the world with a market penetration of 9.1%, representing significant room for growth. SPSV is supported by Japan’s JPY 22.7 trillion e-commerce market and the rapid uptake of cashless payments around the world.

Blackstone’s Private Equity investments in Japan include the acquisition of Alinamin Pharmaceutical (formerly Takeda Consumer Healthcare) in the largest healthcare transaction in the market ever and AYUMI Pharmaceutical.

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. We do this by relying on extraordinary people and flexible capital to help strengthen the companies we invest in. Our over $1 trillion 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 LinkedIn, X (Twitter), and Instagram.

Media Contact
Ellen Bogard
+852 3651 7737
Ellen.Bogard@Blackstone.com

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7NXT acquires wellbeing app 7Mind to create the leading platform for physical and mental fitness

Oakley

Oakley Capital, the leading pan-European private equity investor, is pleased to announce that portfolio company 7NXT, which owns and operates fitness platform Gymondo, is acquiring 7Mind to create an all-encompassing consumer digital platform for physical and mental fitness and wellbeing with >650,000 paying subscribers.

Gymondo is the leading D2C online fitness platform in the DACH region, offering high-quality workout videos, customised fitness programmes and personalised nutrition plans to more than 500,000 paying subscribers.

7NXT Gymondo
Oakley Capital acquires Gymondo

Oakley invested in the business in 2020, partnering with founder and CEO Markan Karajica to accelerate Gymondo’s growth in the online fitness market.

7 Mind

Headquartered in Berlin, 7Mind is a leading player in the German digital healthcare sector with a focus on promoting digital mental wellbeing and offering mindfulness and meditation content to its c.150,000 subscribers.

The business caters to both individual users (B2C) as well as corporates (B2B), collaborating closely with health insurers. Founded in 2015, 7Mind has expanded quickly, generating double-digit revenue growth and strong margins between 2020-2022.

Adding 7Mind will enable 7NXT to expand its product offering to include mindfulness and meditation content, providing users an all-encompassing mental and physical health and wellbeing solution, while also diversifying its customer base. The combined business will create an expanded platform with the critical mass to participate in further M&A opportunities in a wellness market that is expanding in DACH as well as internationally.

Quote Markan Karajica

This is a transformational deal for 7NXT and Gymondo, which will help to diversify our business, increasing our B2B customer base while adding valuable mindfulness content for our existing and new customers. It’s a win-win combination and we are pleased to welcome 7Mind on our journey to build an international market leader for physical and mental wellbeing.

Markan Karajica

Founder & CEO — Gymondo

Quote Peter Dubens

Markan and his team have successfully leveraged the power of social media and influencers to build a powerful online fitness brand. Adding 7Mind will transform Gymondo into one of the leading one-stop-shops for fitness and wellbeing, catering to consumers and corporates alike. It also demonstrates Oakley’s ability to nurture digital-first businesses as well as support portfolio companies with strategic acquisitions.

Peter Dubens

Founder and Managing Partner — Oakley Capital

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xxllnc strengthens product portfolio with compliance solution provider DataMask

Main Capital Partners

xxllnc, a leading GovTech software provider in the Netherlands, further expands its market position with the addition of document anonymization player, DataMask.

xxllnc, a leading GovTech software provider in the Netherlands, further expands its market position with the addition of document anonymization player, DataMask. With the acquisition of the software company DataMask, xxllnc will be able to further expand its current portfolio of applications and support for local and regional governments. With this, customers can be served even better around monitoring their privacy. The acquisition of DataMask is the twelfth acquisition for xxllnc since its partnership with strategic software investor Main Capital Partners in 2020.

DataMask is a relatively young company whose software solution anonymizes documents. By bringing this software solution to xxllnc, governments can be offered a total solution for working more efficiently, transparently and securely with privacy-sensitive data.

Using DataMask’s application, organizations themselves are able to anonymize personal data efficiently. In addition to its experience and software-based solution for automating the anonymization process, DataMask also has the necessary legal expertise to provide organizations with a broad range of legal advice on anonymization.

The three founders of DataMask remain active in the organization and the broader xxllnc group. xxllnc is a portfolio company of Main Capital Partners, a strategic investor in the software industry focused on accelerating growth and creating value. Earlier this year, Processfive was added to xxllnc, a specialist in providing software and services in the tax domain.

Smart Use of Artificial Intelligence

The addition of DataMask fits within xxllnc’s product strategy of using applications intelligently, for instance by deploying more artificial intelligence. DataMask’s application uses Artificial Intelligence, such as Natural Language Processing and object recognition in imagery, and is configurable to your own preferences. By setting certain rules or templates, commonly used documents can be anonymized in a uniform way.

Addition to xxllnc

With the acquisition of DataMask, xxllnc broadens its applications, capacity and quality in document management and privacy. DataMask’s technology will be integrated into xxllnc’ portfolio within the Productivity team. As DataMask’s and xxllnc’ applications integrate seamlessly, customers benefit from better solutions and support. The integrated approach enables municipalities and regional governments to set up their ICT facilities in a more simplified, flexible and smarter manner.

xxllnc, formerly known as Exxellence Groep, started in 2001 as a spin-off of the University of Twente and grew from Twente into a leading national software supplier with hundreds of employees and a range of total solutions for the Dutch (semi-)government. Customers of xxllnc include Gemeente Den Haag, Gemeente Utrecht, UWV and Gemeente Leiden. A total of twelve software companies have been added since the partnership with Main Capital Partners in 2020.

Michel Veenhuis, CEO of xxllnc, comments: “We have been working with the team at DataMask for several years now and are very excited about the intensified collaboration that will allow us to further broaden and integrate our product offering and strengthen our content.”

Charly Zwemstra, Managing Partner & Chief Investment Officer at Main Capital Partners, concludes: “DataMask is a valuable addition to xxllnc. The combination between xxllnc and DataMask is yet another step for the company to strengthen its position as a complete and innovative player.”

The combination between xxllnc and DataMask is yet another step for the company to strengthen its position as a complete and innovative player.

– Charly Zwemstra, Managing Partner & Chief Investment Officer at Main Capital Partners

About

DataMask

DataMask, founded in 2019, is a specialist in providing software that supports governments in anonymizing documents to comply with laws and regulations around privacy, compliance and transparency. In addition to the software, DataMask also provides services that support clients in the process of anonymizing documents. DataMask is based in Capelle a/d IJssel.

xxllnc

xxllnc delivers smart scalable apps for the (semi-)government. Applications that support case-oriented working, data integration, taxation, social affairs and spatial planning. To take GovTech to the next level, xxllnc builds an ecosystem where everything works seamlessly together. The perfect combination of applications from the cloud and support from subject matter professionals. Meanwhile, the team consisting of hundreds of specialists is based in Hengelo, Amsterdam, Veenendaal and Eindhoven.

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BPEA EQT Mid-Market Growth to acquire a majority stake in Indium Software, a fast-growing digital engineering company in India

eqt
  • Indium enables enterprises on their digital transformation journey through a comprehensive suite of services, including Product Engineering, Data Analytics, ML and AI, Low-code No-code, Digital Assurance, and Gaming Tech
  • Indium’s blue-chip customer base features multiple Fortune 500 enterprises across various sectors, with a focus on Technology, BFSI and Healthcare industries
  • Drawing on its extensive track record in the global Tech Services sector, EQT will support Indium’s management team in strengthening its go-to-market strategy while continuing to build on next-gen offerings across Generative AI and Advanced Analytics

EQT is pleased to announce that the BPEA EQT Mid-Market Growth Fund (“BPEA EQT Mid-Market Growth”) has agreed to acquire a majority stake in Indium Software (the “Company”) from existing shareholders. The Company’s Co-Founder, Ram Sukumar, will continue leading the firm as CEO.

Headquartered in Chennai, Indium is a fast-growing, digital engineering provider, offering cutting-edge technology solutions to enterprise customers and born-digital companies. Indium was co-founded in 1999 by Ram Sukumar and Vijay Balaji, and today boasts of a team of about 3,000 employees. Indium has grown at a CAGR of around 50 percent over the last three years.

BPEA EQT Mid-Market Growth will support Indium in its next phase of growth, drawing on EQT’s global experience in Tech Services with about USD 11 bn invested in the sector in Asia, in-house digitalization capabilities, and global network of industry experts.

Hari Gopalakrishnan, Partner and Co-Head of BPEA EQT India, said, “We are excited to partner with CEO Ram Sukumar and Indium’s stellar management team, as the company enters its next phase of evolution. Indium has highly impressive digital capabilities and a strong client roster of global blue-chip enterprises. We are confident of drawing on EQT’s extensive value creation playbook in Tech Services and supporting the company on its strong growth momentum”.

Ram Sukumar, Co-founder and CEO of Indium, said, “Indium has been built on a culture of client centricity, trust and high-performance. Over the years, we have embraced multiple technology shifts, and today, have become a trusted partner to several enterprises accelerating on their digital and AI journeys. We are truly excited about welcoming EQT as our partner, and we hope to leverage their global footprint to scale our business.”

The transaction is expected to close in Q1 2024

BPEA EQT Mid-Market Growth was advised by JSA, Deloitte, and PwC. Avendus Capital served as exclusive financial advisor and SAM & Co. served as legal counsel to Indium and its shareholders.

Contact
EQT Press Office, press@eqtpartners.com

The information contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation. Any offer or solicitation in respect of BPEA EQT Mid-Market Growth will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. The information contained herein is not for publication or distribution to persons in the United States of America. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities to be made in the United States would have to be made by means of an offering document that would be obtainable from the issuer or its agents and would contain detailed information about the issuer of the securities and its management, as well as financial information. The securities may not be offered or sold in the United States absent registration or an exemption from registration.

About EQT
EQT is a purpose-driven global investment organization with EUR 232 billion in total assets under management (EUR 128 billion in fee-generating assets under management), within two business segments – Private Capital and Real Assets. EQT owns portfolio companies and assets in Europe, Asia-Pacific and the Americas and supports them in achieving sustainable growth, operational excellence and market leadership.

More info: www.eqtgroup.com
Follow EQT on LinkedIn, X, YouTube and Instagram

About Indium Software
Indium Software is a fast-growing digital engineering company, focused on building modern solutions across applications, data, and gaming for its clients. With deep expertise in next-generation offerings combining data and applications, Indium offers a wide range of services including Product Engineering, Low-Code development, Data Engineering, AI/ML, Digital Assurance, and end-to-end Gaming Tech.

With about 3,000 associates globally, Indium has built deep relationships with Fortune 500, Global 2000, as well as born-digital companies across industries such as BFSI, Healthcare, Manufacturing, Retail, Digital Native, and Technology companies in North America, India, and APAC.

More info: www.indiumsoftware.com

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Cetera Announces Close of Equity Reinvestment from Genstar Capital

Cetera Continues with Current Leadership, Community, Culture and Brand

Reinvestment Enables Ongoing Deployment of Capital To Support Wealth Hub Expansion Through Organic Growth, M&A and New Markets

San Diego, December 21, 2023—Cetera Financial Group, owned by Cetera Holdings (collectively, “Cetera”), the premier financial advisor Wealth Hub, announced today the close of the reinvestment by Genstar Capital (“Genstar”), a leading private equity firm focused on investments in targeted segments of the financial services, software, industrials, and healthcare industries. Originally announced in October 2023, the reinvestment transaction has closed following the receipt of regulatory approvals and the satisfaction of other closing conditions. 

“Genstar’s partnership has propelled growth for Cetera for several years, and we look forward to even bigger things to come in the next chapter together,” said Mike Durbin, CEO of Cetera Holdings. “This reinvestment provides fresh capital to empower our strategic plans and allows us to thoughtfully reinvest in the Cetera business to drive continued growth and success. We are grateful for this vote of confidence by Genstar and are more optimistic than ever headed into 2024.”

Since Genstar’s original investment in 2018, Cetera has grown dramatically, driven by organic growth, recruiting and strategic M&A, from approximately 7,000 advisors and 1,300 employees supporting $242 billion of assets under administration (“AUA”) to approximately 12,000 advisors and 2,800 employees supporting $475 billion of AUA today.  Cetera continues to be an essential partner for its independent advisor and financial institution clients, offering industry leading technology, award-winning solutions and innovative support to enable growth. Consistent with a philosophy of aligning incentives to shared outcomes, Cetera and Genstar have designed refreshed programs to encourage additional ownership by advisors and management.

Tony Salewski, Managing Partner of Genstar, said, “The first chapter of Genstar’s partnership with Cetera has been an exciting journey, and we thank the leadership team for tremendous growth and value creation. We are excited to re-underwrite Cetera as a new investment, led by our latest fund, Genstar XI.  This next chapter will see the further expansion of the business and the Wealth Hub strategy.”

About Cetera Financial Group®

Cetera Financial Group is the premier financial advisor Wealth Hub where financial advisors and institutions optimize their control and value creation. Breaking away from a commoditized and homogenous IBD model, Cetera offers financial professionals and institutions the latest solutions, support, and services to grow, scale, or transition with a merger, sale, investment, or succession plan. Cetera proudly serves independent financial advisors, tax professionals, licensed administrators, large enterprises, as well as institutions, such as banks and credit unions, providing an established and repeatable blueprint for scalable growth.

Home to more than 12,000 financial professionals and their teams, Cetera oversees approximately $475 billion in assets under administration and $186 billion in assets under management, as of December 20, 2023. In a recent advisor satisfaction survey of more than 21,000 reviews, Cetera’s Voice of Customer (VoC) program vigorously measures advisor experience and satisfaction 24/7. Currently, it’s ranked 4.8 out of 5 stars.

Visit www.cetera.com, and follow Cetera on LinkedIn, YouTube, Twitter and Facebook.

“Cetera Financial Group” refers to the network of independent retail firms encompassing, among others, Cetera Advisors LLC, Cetera Advisor Networks LLC, Cetera Investment Services LLC (marketed as Cetera Financial Institutions or Cetera Investors), and Cetera Financial Specialists LLC. All firms are FINRA/SIPC members. Located at: 655 W. Broadway, 11th Floor, San Diego, CA  92101.

Registered Representative offering securities and advisory services through Cetera Financial Specialists, member FINRA/SIPC. Cetera is under separate ownership from any other named entity.

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. Together with Genstar XI, a $13.5 billion vehicle raised in April 2023, and all active funds, Genstar currently has approximately $49 billion of assets under management and targets investments focused on targeted segments of the financial services, software, industrials, and healthcare industries.

MEDIA INQUIRIES:

Cetera:
Ryan Hoffman
ryan.hoffman@cetera.com

Kris Pfeiffer
kpfeiffer@wearecsg.com

Genstar:
Chris Tofalli Public Relations,
Chris Tofalli
914-834-4334

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Oakley Capital announces partnership with Touring Capital

Oakley

Oakley Capital, the leading pan-European investment firm, is pleased to announce a partnership with Touring Capital, to invest in and grow a new generation of enterprise software companies globally.

The partnership brings together Touring’s extensive experience investing in growth tech and enterprise technology, with Oakley’s leading operational platform, deep network, and proven value creation expertise.

Investment Strategy

Oakley and Touring share a common investment approach, and will leverage their extensive networks to secure proprietary access to quality deals and partner with best-in-class founders and management teams. The partnership is deeply engaged as investors with a strong focus on catalysing growth to deliver successful investment outcomes.

Touring was founded in 2023, bringing together a diverse and highly technical team including Nagraj Kashyap, Samir Kumar and Priya Saiprasad.

Zoom

The team has previously worked together to build three global venture investing franchises, including Qualcomm and M12, Microsoft’s venture fund, where they built a strong track record as early backers of companies such as Zoom, Kahoot and Waze.

The team will be investing a dedicated pool of capital, targeting a strong pipeline of investment opportunities in proven next generation software businesses for the modern worker, powered by generative AI. Oakley and Touring will focus primarily on Series B and C venture opportunities, investing in proven businesses with strong growth prospects

Quote Peter Dubens

There is no doubt that generative AI represents the next generation platform shift, in the wake of the internet, smartphones and cloud computing. The investment opportunity will be significant, as will the impact on existing businesses. To capitalise on this opportunity and help our current portfolio companies navigate this paradigm shift, we have partnered with the exceptionally talented team at Touring. With a strong pipeline of investment opportunities across sectors we know well, we look forward to working with the team to back the next generation of leading tech companies.

Peter Dubens

Co-Founder and Managing Partner — Oakley Capital

Quote Nagraj Kashyap

Partnering with Oakley has enabled us to launch our investment strategy and take advantage of the significant market opportunity presented by generative AI. We share a common investment ethos and approach to investing in tech, and with Oakley’s leading operational platform, we are well positioned to continue our successful track record backing leading software businesses.

Nagraj Kashyap

Founding Partner — Touring Capital

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Inside information: CapMan Plc acquires Dasos Capital Oy, an asset management company focusing on sustainable timberland investment, and expands its activities into natural capital

Capman

CapMan Plc
Stock Exchange Release / Inside information
21 December 2023 7:35 p.m. EET

Inside information: CapMan Plc acquires Dasos Capital Oy, an asset management company focusing on sustainable timberland investment, and expands its activities into natural capital 

  • CapMan acquires Dasos Capital Oy, an asset management company focusing on sustainable timberland investments, through a share exchange and expands its activities into natural capital.
  • The acquisition supports CapMan’s vision of becoming the most responsible private asset company in the Nordics and significantly promotes CapMan’s strategic objective to increase assets under management to EUR 10 billion during the ongoing strategy period.
  • Following the acquisition, the share of real assets investment strategies of CapMan’s assets under management increases to 80 per cent.
  • The acquisition strengthens CapMan’s fee-based profitability significantly.
  • The debt free purchase price is EUR 35 million. In addition, CapMan has committed to paying an additional earn-out consideration of a maximum EUR 5 million based on incurred management fee turnover in 2025 and 2026.
  • The equity price for Dasos’ shares is paid in shares of CapMan by a directed share issue and a cash consideration.

CapMan Plc (“CapMan”) signed on 21 December 2023 an agreement on the acquisition of all the shares of Dasos Capital Oy (“Dasos”) from the company’s current shareholders.

Dasos is a leading timberland and natural capital investment asset manager in Europe and a significant player globally. Dasos focuses on managing sustainable timberland investments, natural sites and forest carbon sinks, as well as developing value in Europe and emerging markets. The investors in the funds managed by Dasos are domestic and foreign institutions, mainly pension and insurance companies. At present, Dasos manages seven funds, which have a total asset value of approximately EUR 1.4 billion and which manage 266,000 hectares of forest in eight countries. The carbon sequestration of Dasos’ managed forests amounted to over one million tCO2e in 2022. The Dasos team in Helsinki, Mikkeli and Switzerland will continue to manage the funds and implement the investment strategy. In 2022, Dasos Group’s adjusted turnover was EUR 4.5 million (EUR 3.4 million in 2021) and operating profit was EUR 2.2 million (EUR 1.7 million). Operating profit for 2023 is projected at approximately EUR 2.7 million. As of the end of 2022, Dasos balance sheet was EUR 5.8 million, of which equity amounted to EUR 4.4 million. Dasos has no interest-bearing debt. In 2023, Dasos has employed on average eight persons. Dasos does not consolidate its financial statements and the financial information presented here is not audited.

The acquisition has no impact on CapMan’s comparable result for the current year, and therefore has no impact on CapMan’s outlook for 2023 as described in the Interim Report published on 26 October 2023. The acquisition would have had a slight positive impact to the comparable earnings per share for 2023, should the acquisition had been completed in the beginning of 2023.

The acquisition promotes CapMan’s strategic objectives 

The acquisition is estimated to expand CapMan’s fee-generating assets under management by approximately EUR 630 million and increases the share of real assets investment strategies to approximately 80 per cent. The acquisition will expand CapMan’s activities into natural capital and timberland investments and will bring several opportunities to expand and develop Natural Capital as a new investment area through its offering in the form of other natural capital and impact products. In addition, the acquisition supports CapMan’s vision of becoming the most responsible private asset company in the Nordics.

Pia Kåll, CEO of CapMan: “I am truly excited about this opportunity to join forces with Olli Haltia and his team to accelerate natural capital and timberland investment strategies together. Dasos is a pioneer in its field. We are highly convinced of the operating model developed by the team and its ability to create a strong platform on which to build future growth. Dasos is an excellent fit with our strategy and diversifies the current Nordic investment strategies geared towards real assets. Sustainable natural capital is a globally growing asset class. By combining Dasos’ professional team and a good return history with CapMan’s experience in scaling products and internationalising the investor base, we are creating formidable conditions for rapid growth.”

Following the acquisition, Dasos will form the core of the new CapMan Natural Capital investment area, led by Dasos’ current CEO and senior partner Olli Haltia.

“We are inspired to join forces with such a well-established and prestigious private assets house as CapMan”, says Olli Haltia.  “Partnering with CapMan allows leveraging synergies between the companies and strengthening the focus on Dasos’ value creation and investment activity. Forests and all natural ecosystems are globally under pressure resulting from population growth and massively increased economic well-being. For the coming decades, we need to move on with investing into and re-building our natural capital. The demand for sustainable wood as well as for forest-based nature and carbon sequestration services is expected to increase substantially in the foreseeable future. Combining CapMan’s deeply rooted private asset experience with Dasos’ expertise will form an excellent instrument to address the widening investment opportunities in the context of forest-based natural capital.”

“Sustainable development is at the core of CapMan’s value proposition and our vision is to be the most responsible private asset company in the Nordics. Dasos helps us achieve our vision and promote sustainable value creation. Timberland investments are inherently carbon negative, and the certification of forests and enablement of the green transition through land leases for wind and solar power production are added value factors in the investment strategy,” Kåll continues.

Main terms and schedule of the acquisition 

The equity price paid at closing equals the enterprise value of EUR 35 million adjusted with net debt/cash at closing and certain customary post-closing adjustments (the “Purchase Price”). CapMan intends to pay the Purchase Price by a directed share issue to the current shareholders of Dasos (the “Share Issue”) and with a cash component, which amounts to a maximum of approximately 9 per cent of the Purchase Price. The subscription price for the shares issued in the Share Issue is according to the agreement negotiated between the parties determined by the 30-day volume weighted average share price of CapMan prior to the signing of the acquisition and is thus EUR 2.0938 per share. The total number of shares is estimated at 18.3 million and the theoretical maximum number of shares is approximately 20 million depending on the timing of the completion of the acquisition and post-closing adjustments depending on the amount of net debt and working capital. The Purchase Price is now anticipated to be approximately EUR 41.6 million at closing. The shares can be issued in several lots.

If CapMan’s dividend or other distribution of funds before the closing would exceed the level expected to be proposed by CapMan’s Board of Directors, as communicated on 25 October 2023, the subscription price and/or the number of consideration shares shall be adjusted in proportion. The cash consideration will be paid from CapMan’s current cash and bank assets, and no external financing will be used to finance the acquisition. In addition, CapMan has committed to paying an additional earn-out consideration of a maximum EUR 5 million based on management fee turnover incurred in 2025 and 2026, payable when the management fees of the funds managed by Dasos exceed certain limits. The additional consideration will be paid later in 2026 and 2027 in CapMan’s shares.

The completion of the acquisition is subject to, among others, CapMan’s Extraordinary General Meeting authorising the Board of Directors to resolve on the issuance of new shares. The notice of the Extraordinary General Meeting to be held in January 2024 to resolve on the authorisation of the Board of Directors will be published on or about 22 December 2023.  CapMan’s largest shareholder Silvertärnan Ab, Momea Invest Oy, Oy Inventiainvest Ab, Joakim Frimodig, members of the management team who own CapMan shares and Mikko Laakkonen, which in total own approximately 22.4 per cent of all the shares and votes in CapMan, have committed to vote in favour of said authorisation at the General Meeting. CapMan’s Board of Directors is expected to decide on the timing and terms of the Share Issue in connection with the closing of the acquisition based on the authorisation given by the General Meeting.

The completion of the acquisition is also conditional on the approvals by the Finnish Competition and Consumer Authority and the Finnish Financial Supervisory Authority as well as consents from certain investors of certain funds managed by Dasos. The acquisition is intended to be completed during the first half of 2024, following the completion of the conditions precedent.

Under the terms of the acquisition, the right to the carried interest income of existing funds under Dasos is not transferred to CapMan. The carried interest income from new funds to be established will be distributed between the investment team of Dasos and CapMan in accordance with the general principles for funds managed by CapMan.

The sellers that are actively participating in Dasos’ investment activities have committed to a 36-month transfer restriction starting from the closing of the acquisition of the shares received from CapMan as consideration in connection with the closing. The transfer restriction will be gradually lifted so that 90 per cent of these sellers’ shares will be subject to the transfer restriction at the time of the closing and the amount will reduce annually so that the remaining 70 per cent will be released after the third year. Shares used for paying the additional earn-out consideration are subject to a transfer restriction for a period of 12 months from their issuance. The sellers committed to the transfer restriction account for approximately 69.65% of the total purchase price.

Press conference for analysts and investors 

CapMan will hold a press conference for analysts, investors and the media, which can be followed via a live webcast at https://capman.videosync.fi/2023-12-22-webcast as of 11 a.m. EET on 22 December 2023. In connection with the event, it is possible to ask questions through the chat function on the webcast website. The language of the event is English. The webcast presentation will be available on CapMan’s website at https://capman.com/shareholders/financial-reports/ after the event.

 

CAPMAN PLC
Board of Directors

DISTRIBUTION
Nasdaq Helsinki
Principal media
www.capman.com

Contact details:
Pia Kåll, CEO, CapMan Oyj, tel. +358 40 766 4446

 

About CapMan 
CapMan is a leading Nordic private asset expert with an active approach to value creation. As one of the private equity pioneers in the Nordics, it has built value in unlisted businesses, real estate, and infrastructure for over three decades. With approx. EUR 5 billion in assets under its management, its objective is to provide attractive returns and innovative solutions to investors. An example of this are the greenhouse gas reduction targets that it has set under the Science Based Targets initiative in line with the 1.5°C scenario. It has a broad presence in the unlisted market through its local and specialised teams. Its investment strategies cover minority and majority investments in portfolio companies and real estate, as well as infrastructure assets. It also provides wealth management solutions. Its service business includes procurement services. Altogether, CapMan employs approximately 180 professionals in Helsinki, Stockholm, Copenhagen, Oslo, London, Luxembourg and Jyväskylä. It has been listed on Nasdaq Helsinki since 2001. Learn more at www.capman.com. 

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