Acquisition by Bain Capital of the entire stake held by NTG in FIS – Fabbrica Italiana Sintetici

Fedaisf editorial staff

8 July 2023

PRESS RELEASE

Bain Capital Private Equity Acquires FIS – Fabbrica Italiana Sintetici, a leading company in the production of active ingredients for the pharmaceutical industry

London and Montecchio Maggiore (Vicenza) – 8 July 2023 – Bain Capital Private Equity (“Bain Capital”), the world's leading private equity firm, and Nine Trees Group SpA (“NTG”)¸ the holding company of the Ferrari family, announce that they have entered into a binding agreement (subject to customary conditions precedent ) for the acquisition by Bain Capital of the entire stake held by NTG in FIS – Fabbrica Italiana Sintetici (“FIS” or the “Company”), leader in Italy and among the main operators in Europe in the production of active the pharmaceutical industry.

Founded in 1957 by the Ferrari family in Montecchio Maggiore, FIS – Fabbrica Italiana Sintetici has a long history of innovation in the pharmaceutical sector and is recognized worldwide for its specialization and strong know-how. Over the years FIS – Fabbrica Italiana Sintetici has become the partner of the most important pharmaceutical companies around the world in the development and production for the synthesis of generic and custom active ingredients.

In 2022, the Company recorded a turnover of approximately 700 million euros in 70 countries, with over 300 customers worldwide and three production sites located in Italy. FIS – Fabbrica Italiana Sintetici employs more than 2,000 people, 250 of whom work in the team dedicated to R&D activities. FIS – Fabbrica Italiana Sintetici has in its portfolio 25 of the 200 best-selling small molecules in the world.

“In over 60 years of history, the Ferrari family has created, developed and constantly supported the growth of
FIS – Fabbrica Italiana Sintetici, allowing it to become a leader in the sector of small molecules and active pharmaceutical ingredients in Italy and one of the main developers and producers in Europe and in the world. Today FIS – Italian Synthetic Factory is well positioned to further grow and expand internationally, with the aim of becoming one of the world leaders in the API and small molecules industry. The Ferrari family has found in Bain Capital an ideal partner who can lead the company's future development to the next stage, considering its significant industrial experience and operational resources. We are grateful to the management team of FIS – Fabbrica Italiana Sintetici led by Michele Gavino (CEO) and Manuel Barreca (CFO) and to all the employees and stakeholders of FIS – Fabbrica Italiana Sintetici for the successful path forwarded together so far. We also wish to thank all the people who contributed to the success of this operation“, declared Giampaolo Ferrari, Alessandro Ferrari and Andrea Cappellato Ferrari, respectively President and Board Members of NTG and FIS – Fabbrica Italiana Sintetici.

“The FIS – Fabbrica Italiana Sintetici management team is very proud of the results achieved by the company in recent years and of the work we are carrying out together with our customers and partners to develop cutting-edge technologies and continue to create sustainable innovation in the active ingredients sector pharmaceuticals and small molecules. We thank the Ferrari family for their continued support and look forward to working with Bain Capital to ensure that FIS – Fabbrica Italiana Sintetici grows further and becomes a global leader in this sector“, declared Michele Gavino, CEO of FIS – Fabbrica Italiana Sintetici and Manuel Barreca, CFO of FIS – Fabbrica Italiana Sintetici.

“Our investment in FIS – Fabbrica Italiana Sintetici marks a strategically important deal for Bain Capital Private Equity in Europe, in line with our thematic approach to investing in the pharmaceutical sector. We were impressed by the deep expertise of FIS – Fabbrica Italiana Sintetici in the field of complex chemistry, its specialization and solid relationships with customers in the pharmaceutical and biotech sector. We strongly believe in the growth prospects of that industry and are excited to support the development and manufacturing of innovative, life-saving therapies for patients around the world“, commented Christina Dix and Benjamin Kunstler, Partners and Co-Heads of Bain Capital Private Equity European Healthcare.

“The acquisition of FIS – Fabbrica Italiana Sintetici is perfectly in line with our long experience of successfully partnering with family-owned businesses and further strengthens our established Italian franchise. We are honored to collaborate with the Ferrari family and to accompany FIS – Fabbrica Italiana Sintetici in its next phase of growth“, added Ivano Sessa, Partner at Bain Capital Private Equity.

NTG's financial advisors were Houlihan Lokey and Zulli Tabanelli & Associati. Ortu Orsingher Avvocati Associati provided legal assistance and PwC worked on the seller's due diligence.

Bain Capital was advised by Mediobanca, Nomura, Latham & Watkins, Advancy, Bain & Company, PwC, Pirola Pennuto Zei & Associati and InterPharmaLink.

The transaction is subject to the approval of the relevant regulatory bodies.

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Deal Notes

Nomura financial advisor to Bain Capital Private Equity in the acquisition of FIS-Fabbrica Italiana Sintetici from Nine Trees Group

Milan, 8 July 2023 – The operation was announced today which saw Bain Capital Private Equity, one of the world's leading alternative investment companies, acquire from Nine Trees Group Spa, a holding company owned by the Ferrari family, the company FIS-Fabbrica Italiana Sintetici, leader in Italy and among the main operators in Europe in the production of active ingredients for the pharmaceutical industry.

In the transaction, Bain Capital Private Equity was assisted by Nomura, together with Mediobanca, as financial advisor with a team composed of Umberto Giacometti (Head of EMEA Financial Sponsors) e Francesco Bertocchini (Managing Director).

FIS was founded in 1957 in Montecchio Maggiore (VI) by Giovanni Ferrari and operates in Italy with three factories: in Montecchio Maggiore (VI), in Termoli (CB) and in Lonigo (VI). It is also present in the USA (FIS North America), in Japan (FIS Japan) and has a representative office in China. With a turnover of approximately 700 million euros at the end of 2022, the company now has over 2,000 employees, of which 250 dedicated to research and development.

Received in the editorial staff on July 8, 2023