Sale of controlling stake in Farmafactoring S.p.A. to Apax funds completed
20 December 2006
Milan, 20 December 20 On 19 December 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
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
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
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 parties reported the transaction to the Italian Antitrust
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 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.
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