Engineering, defined the acquisition of Be Shaping The Future

The acquisition of Be Shaping The Future has been defined by Engeneering. Yesterday evening, Engineering, together with the companies directly and indirectly controlling it and belonging to the private equity funds managed by Bain Capital Private Equity (Europe) Llp or its affiliates and the Nb Renaissance Partners funds and the Sellers, signed the definitive and binding agreements relating to the purchase of no. 58,287,622 ordinary shares (43.209% of the share capital) of Be (or 45.630% of the fully diluted share capital of own shares, the ‘Shares of the Sellers’), at the unit price – taking into account the dividend approved by the shareholders’ meeting in equal to € 0.03 per share – € 3.45 per share (the ‘Price per Share’).

The announcement follows previous communications relating to the agreements aimed at the purchase by Engineering – Ingegneria Informatica of 43.209% (45.630% fully diluted of treasury shares) of Be Shaping the Future – a company listed on the Euronext Star Milan segment of the Italian Stock Exchange – owned by the group of shareholders (jointly, the ‘Sellers’) which includes: Tamburi Investment Partners SpA (‘Tip’ – tip.mi), Stefano Achermann and his subsidiary Innishboffin Srl, Carlo Achermann and the company he controls Carma Consulting Srl ,.

Upon fulfillment of the regulatory and legal conditions, by and no later than the deadline of 31 December 2022, such as, among other antitrust and golden power, the parties inform that they will proceed with the completion of the transaction that will result in the Buyer’s arising of the obligation to promote a mandatory full takeover bid on the remaining ordinary shares of Be pursuant to Articles 102 and 106 of Legislative Decree no. 58/1998 (“TUF”) for a consideration equal to the Price per Share, aimed at carrying out the de-listing of the Company in the event that, as a result of subscriptions to the Mandatory Tender Offer, the Purchaser holds a stake exceeding the 90% of the share capital.

Maximo Ibarra, CEO of Engineering, comments: “I am pleased to welcome Stefano Achermann and the Be team, an Italian excellence for the finance market to the Engineering family. This acquisition confirms Engineering’s ambitions as a leader in digital transformation processes for companies and the Public Administration” . “Thanks to the support of our shareholders, Bain Capital and Nb Renaissance, the integration with Be will allow us to consolidate the role of Engineering as a Digital Champion and to offer our country and the market an even more solid player in consulting and services digital transformation for financial institutions “adds Ibarra. For Fabio Cané, Senior Partner of Nb Renaissance“this operation is perfectly consistent with the baton that the founder of Engineering Michele Cinaglia ideally handed over to us in 2016, when he decided to entrust us with the reins of the company with the precise mandate to continue to make it grow in Italy and abroad”.

As previously communicated, the shareholders of Be Andrea Angrisani, Giancarlo Angrisani, Angelini Partecipazioni Finanziarie Srl, Gabriella Benetti, Blue Lake Sicav – Sif, Rüdiger Borsutzki, Marco Bosco, Francesco Scarnera and Patrizio Sforza (other than the Sellers) have already sent to Engineering ( and in copy to Tip and Be) letters concerning the unilateral commitment conditional on the sale to Engineering, at the Price per Share, of further shares representing a total of 7.998% of the share capital of Be (8.446% fully diluted of treasury shares) . Following the occurrence of the aforementioned conditions, The Be Group will become part of the Engineering group as part of a highly synergistic and complementary project aimed at creating a cutting-edge company in Italy in the financial services sectoroperating in the European and international market, in which management consulting will complete and strengthen the leadership position and the robust portfolio of proprietary solutions and digital capabilities boasted by Engineering in the finance segment.

“Well – highlights Giovanni Camera, Principal of Bain Capital Private Equity – is a market leader in the field of IT digital consultancy for the financial services industry, supporting its customers in complex technological transformation projects. We were impressed by the results and growth that Stefano Achermann and his team have achieved consistently over the years and we are thrilled to be able to welcome Be to join the Engineering Group, confident that the combination of their respective offerings and complementary skills will open up further market opportunities and revenue synergies in Italy and abroad “. Finally, Camera believes that” the acquisition also demonstrates the continued commitment of the shareholders in order to consolidate the leadership position of the Engineering Group in the field of digital transformation “.