Tinexta, a specialist in Digital Trust, Cybersecurity, Credit Information & Management and Innovation & Marketing services, has signed a binding agreement with Bregal Milestone, a European technology growth capital firm, with over EUR1.1 billion of asset under management, that will invest in a minority stake in InfoCert.
Bregal Milestone is part of Bregal Investments, a leading global investment firm that has invested over EUR15 billion since 2002 and currently has assets under management of over EUR12 billion.
The strategic and capital strengthening resulting from the transaction will enable InfoCert to accelerate the internationalisation process already started with the acquisition of Camerfirma and, more recently, with the acquisition of CertEurope and Authada. The support of a global partner such as Bregal Milestone, which boasts a specific know-how in the technology sector and an extensive network of companies in Europe, will allow InfoCert to seize the opportunities arising from the consolidation process of the Digital Trust sector, which has seen an acceleration with the entry into force of the eIDAS regulation.
The transaction provides for an investment by Bregal Milestone of EUR100 million (of which EUR70 million at closing and EUR30 million within the following 12 months) for the subscription of a dedicated capital increase up to a total share equal to 16.09 per cent of InfoCert’s share capital. The agreements also foresee the possibility for Bregal Milestone to further increase this participation – always within the following 12 months from the closing – up to a maximum of 19.95 per cent of InfoCert’s capital, with a total investment of EUR130 million.
The transaction is based on a valuation of InfoCert at a pre-money Enterprise Value of EUR501 million, calculated on the basis of a multiple equal to 20x Adjusted EBITDA LTM of InfoCert and its subsidiaries (pro-rata) plus Adjusted NFP, as recorded in June 2021.
The transaction is subject to the usual closing conditions, including the obtaining of Bregal Milestone’s Golden Power authorisation and the adoption of the resolution for the reserved capital increase and the approval of the new Articles of Association. The entry of Bregal Milestone in InfoCert’s capital is also subject to the closing of the acquisition of CertEurope, expected to take place by the end of this year.
Enrico Salza, President of Tinexta, and Pier Andrea Chevallard, CEO, say: “We are pleased that Bregal Milestone has seized the growth potential of InfoCert and we believe that the choice of Bregal Milestone fits positively in the growth framework of Tinexta’s activities in the Digital Trust sector. The consolidated experience of our new partner in supporting companies in the realisation of their international development plans is a very positive element in the progressive establishment of InfoCert as a leading operator in Europe.”
Danilo Cattaneo, CEO of InfoCert, adds: “The Digital Trust sector in Europe is going through a very important phase of evolution, with high growth rates in the presence of multiple operators, and it is characterised by the opportunity to achieve economies of scale, given the recent regulatory standardisation at EU level. Since its entry into force the eIDAS (electronic IDentification Authentication and Signature) regulation has in fact had the merit of providing a regulatory basis at EU level, which has generated an acceleration of the consolidation process in the sector. This is a crucial moment, when the partnership with Bregal Milestone will allow InfoCert to accelerate its strategic path by consolidating itself as a leading operator in Digital Trust at a European level.”
Philippe Lautenberg, Co-Founder and Managing Partner of Bregal Milestone, says: “The Digital Trust sector is seeing rapid structural growth, driven by the accelerated digitisation of the economy. InfoCert is a market-leading player, offering innovative, best-in-class solutions and enjoying a strong reputation. We have been highly impressed by the quality and vision of the leadership team, led by Danilo. This marks our second investment in Italy.”
Francesco Canessa, Principal of Bregal Milestone, adds: “We are incredibly proud to partner with Tinexta, backing InfoCert to drive its ambitious growth plan and cement its position as the leading player in this space. We will work together to supplement InfoCert’s strong organic growth with accretive strategic acquisitions across select markets, leveraging our global platform.”
Tinexta was advised by Gianni & Origoni. Bregal Milestone was advised by Cappelli RCCD, EY Advisory SpA and Roland Berger.
