Apax Partners

Sale of controlling stake in Farmafactoring S.p.A. to Apax funds completed

Milan, December 20, 2006 – On December 19, 2006, the shareholders of Confarma, the holding company controlling 60% of Farmafactoring, leader in the factoring of non-recourse receivables towards the Italian Public Healthcare System, completed the sale of a majority stake in Confarma to FF Holding S.p.A. ("FF Holding"), a company wholly-owned by funds managed by Apax Partners.

The agreement among the parties was signed on December 1st , 2006, after an auction process set up with the objectives of i) allowing the majority of Confarma shareholders to realize their investment and ii) ensuring continuity in the management of Farmafactoring and the Company further growth, with the support of the remaining Confarma shareholders and the selected strategic partner.

FF Holding purchased 87% of the Confarma share capital. The remaining shares will be held by Altana Pharma, Bracco, Industria Farmaceutica Serono, L. Molteni, Mediolanum Farmaceutici, which have been shareholders since the Holding’s establishment.

FF Holding and the remaining Confarma shareholders have entered into a shareholders’ agreement to regulate the corporate governance of Confarma and Farmafactoring. According to this agreement, the remaining Confarma shareholders (i) will be represented in the boards of directors at both Confarma and Farmafactoring level, and (ii) will be involved in strategic decision related to both companies.

Apax Partners financed the transaction in part through resources from the funds it manages and in part through bank loans.

In this transaction Confarma has been advised by Lazard & Co. as a financial adviser and by the law firm of Studio Santa Maria, while the law firm Dewey Ballantine and MCC S.p.A. (Capitalia Group) advised Apax Partners. MCC S.p.A. and Merrill Lynch Bank International, Milan branch, arranged the financing for the transaction.

The parties reported the transaction to the Italian Antitrust Authority.


Farmafactoring

Established in 1985 by Confarma, Farmafactoring is today the leading provider of factoring and credit management services to companies that hold credit positions towards public administration, in particular, public health local administration entities. Farmafactoring is 60%-owned by Confarma; other shareholders includes: Ifitalia S.p.A. (BNL group) with a 19% stake, Banca Monte dei Paschi di Siena S.p.A. with a 11% stake, and Capitalia Merchant S.p.A. (Capitalia group) with a 10%. stake.
Confarma, formed in 1984 as a consortium between some pharmaceutical and biomedical companies operating in Italy and worldwide, is a financial holding company controlled by 25 shareholders, each with a stake ranging from approximately 3% to 6% of the Holding share capital.

Since its establishment, Farmafactoring has steadily grown (receivables turnover CAGR in the 1990 to 2005 period equal to 15.1%), achieving a leadership position in its market. In 2005, Farmafactoring purchased non-recourse receivables for a total of €1,752 million with a total turnover (including managed receivables) of €3,705 million. In 2005, Farmafactoring generated a net banking income of €56.5 million and a net income of €19.7 million. As of 31 December 2005, Farmafactoring had approximately €100 million of shareholders’ equity.

Apax Partners

Apax Partners is one of the world’s leading private equity investment groups.  It operates across the United States, Europe, Israel and Asia and has more than 30 years of investing experience. Funds under the advice of Apax Partners total $20 billion around the world. These Funds provide long-term equity financing to build and strengthen world-class companies. Apax Partners Funds invest in companies across its global sectors of Tech & Telecom, Retail & Consumer, Media, Healthcare and Financial & Business Services.
Amongst the more significant investments made by the funds managed by Apax Partners are: Azimut, Travelex, Picture Financial, Sisal, Tim Hellas, TDC, GHG, Tommy Hilfiger.

Contacts

Confarma S.p.A.
Via Visconti di Modrone 38
20122 MILANO

For Apax Partners:

Pasquo Cicchini
Hill & Knowlton
Tel. 02 31914245
pcicchini@hillandknowlton.com

Lorella Cremonesi      
Tel. 02 7621191      
lorella.cremonesi@apax.com