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Clessidra SGR SpA‘s controlling shareholder, Manuela del Castillo Sposito, widow of the firm’s late founder Claudio Sposito, has agreed to enter into exclusive buyout negotiations with Italmobiliare SpA (BIT: ITM), controlled by the Italian Pesenti family. Alessandro Daffina, managing director of Rothschild in Italy, is said to be advising Manuela del Castillo in connection with the Clessidra equity sale assignment. Clessidra, which ironically means ‘hourglass’ in Italian, may very well end up with a good deal, just in time. Various alternative well-heeled bidders for Clessidra’s control other than Italmobiliare have reportedly been lined up during the past few weeks, including the American-Italian private equity joint venture between Neuberger Berman and Intesa Sanpaolo, London-based private equity house Bridgepoint, New York-based Coller Capital, Paris-based Ardian (formerly AXA Private Equity) led by Dominique Senequier, and Milan-based investment banks Gruppo Mittel led by Rosario Bifulco, Equita SIM (acquired by Alessandro Profumo and management in March 2016), and Banca Leonardo led by Gerardo Braggiotti. A deal relating to an acquisition of a controlling stake in Clessidra SGR, would be subject to the approval of relevant parties and governmental authorities. Clessidra SGR is an asset management company (Società di Gestione del Risparmio – SGR) authorized and supervised by the Bank of Italy. The move comes within a few months after the untimely death of Claudio Sposito, founder and 79% owner of Clessidra, one of Italy’s biggest buyout firms. He died in early January at the age of 60 after a brief illness. Prior to Clessidra, he served as Morgan Stanley’s managing director in Italy, and as a CEO of Silvio Berlusconi’s Milan-based investment firm Fininvest SpA. Among its more notable recent deals, Clessidra acquired a majority stake in luxury jeweler Buccellati in 2013, and in fashion house Roberto Cavalli a year ago. “Clessidra acted swiftly; within a week of Sposito’s death it appointed incumbent executive vice-chairman Francesco Trapani – the former chief executive of Italian jeweller and luxury goods retailer Bulgari – as chairman, while Maurizio Bottinelli, a partner and head of the investment team, became chief executive officer,” said WSJ Private Equity News editor Yolanda Bobeldijk. “Yet subsequent talks over the sale of Sposito’s 79% stake in the firm proved more tricky and negotiations over Trapani acquiring a 59% stake in the firm from the Sposito family collapsed in March.” Due to key-man event and change in control provisions, Clessidra is said to be unable to do any new investments or effectively raise capital for a new fund, until its equity and management control issues, and succession plans are resolved. Yesterday, Lauro 57, a private equity consortium led by Clessindra Capital Partners II and leading Sino-European private equity fund Mandarin Capital Partners SCA SICAR, agreed to sell their portfolio company Euticals to Albany Molecular Research Inc. (NASDAQ: AMRI), for $358 million. Italmobiliare Italmobiliare, holds and manages a diversified portfolio of investments and equity interests worth more than €2 billion and has a strategic vision backed by a financial and industrial history of more than 150 years, according to the firm. Italmobiliare was established in 1946 by Italcementi SpA as a holding for its investments in areas other than construction materials. Among its early activities, Italmobiliare acquired controlling interests in companies active in banking (Banca Provinciale Lombarda, Credito Commerciale), insurance (RAS), publishing, and non-urban public transport. The construction material sector has been managed since 1864 directly by Italcementi. Italmobiliare’s and Italcementi’s shares are listed on the Milan Stock Exchange. The Pesenti family reportedly controls a 47.265% stake in Italmobiliare through their Dutch firm Efiparind BV, while the Strazzera family is said to control a 10.3% stake through Serfis SpA, and Mediobanca owns a 9.5% stake. Italcementi SpA (BIT: IT) is an Italian multinational company, which produces cement, ready-mix concrete and construction aggregates. It is the 5th largest cement producer in the world (after Lafarge, Holcim, Cemex and HeidelbergCement) and the biggest in the Mediterranean area. On July 28, 2015, Germany’s HeidelbergCement AG agreed to acquire 45% of Italcementi SpA from the Pesenti family for €1.67 billion ($1.85 billion). The deal valued Italcementi’s equity, at €3.71bn ($4.11bn). The closing is expected in July 2016 subject to approval from European and US antitrust authorities. An investment in Clessidra would be consistent with Italmobiliare’s portfolio diversification strategy. “The acquisition would represent a unique opportunity for the development of the private equity business by acquiring the leading Italian player,” the firm stated. Italmobiliare says it intends to support and grow Clessidra’s activities, ensuring autonomy and independence, and strengthening its management structure. Ramping Up Private Equity Deals Made in Italy on a Global Scale “In pursuing this new initiative, Italmobiliare will boost Clessidra’s ability to create value by contributing its own industrial management vision and its ability to attract resources to develop (private equity deals) Made in Italy on a global scale,” said CEO Carlo Pesenti. “We hope to reach an agreement soon for the acquisition of the company created by the extraordinary vision and expertise of its founder Claudio Sposito.” Italmobiliare currently operates through five segments. The Construction Materials segment comprises cement, ready-mixed concrete and aggregates operations of the Italcementi group. The Food Packing and Thermal Insulation segment active in food packaging and thermal insulation through Sirap Gema SpA and its subsidiaries. The Banking segment includes loans, investments on behalf of clients, securities and currency trading. In the Financial segment, it operates through three subsidiaries, namely Societe de Participation Financiere Italmobiliare SA, Mittel SpA and Fin Priv Srl. The Property segment, services and other segment includes a number of real estate companies and services companies providing services within the Group. Italmobiliare SpA operates mainly in Italy, France, Canada, India, Spain, Kuwait, Morocco and Egypt among others. On December 4, 2015, Italmobiliare closed the sale of its Finter Bank Zurich AG unit to Swiss bank Vontobel for approximately 80 million Swiss francs ($82 million). Clessidra Founded in 2003 by Claudio Sposito, Clessidra is the leading manager of private equity funds exclusively dedicated to the Italian market through the funds Clessidra Capital Partners (CCP) and Clessidra Capital Partners II (CCPII), with a total of approximately €2 billion of assets under management. In its first 13 years of operation, Clessidra completed 21 transactions with an aggregate investment of over €15 billion EV and €1.4 billion Equity, representing an average equity investment of €85 million per transaction. Aggregate total revenues of the companies in Clessidra’s portfolio are over €10 billion, with approximately 49,000 employees, and 13 bolt-on acquisitions, the firm says. Clessidra is an independent company that leverages the significant professional experience of its partners and operates in the area of private equity and complex financial transactions, such as M&A and restructurings. With numerous investments completed in market leading companies, Clessidra has a highly successful track record, partnering with businesses and families in the value creation over medium to long-term time horizons, says the firm. Participants in the Clessidra funds are institutional investors of extremely high standing, including key players in the Italian economic system and some of the most prestigious specialized institutional investors, the firm says. Photo: Carlo Pesenti, CEO, Italmobiliare SpA.]]>