Omnes to reap 5x return on Exclusive Networks exit

The deal was inked on 20 March, following a competitive process ran by Leonardo. As consultation and regulatory clearances have yet to be secured, hitherto majority shareholder Omnes declined to comment on the transaction for the time being. The deal is expected to be completed in May.

Leonardo was mandated to explore sale options for the business in November 2014, with due diligences starting the following month. First offers, from a pool of around 10 potential financial sponsors, were received in March. The vendors are understood to have received five firm offers from private equity players Eurazeo, Ardian, Equistone Partners and Five Arrows. These were ultimately pipped to the post by Cobepa, which came in with an all-equity offer.

The transaction valued Exclusive Networks at more than €300m, according to a source close to the transaction. This allowed Omnes to secure a 5x return on its investment.

Previous funding
Omnes (then Crédit Agricole Private Equity) acquired a 69% stake in Exclusive in August 2010, in a deal that valued the business between €30–50m.

Exclusive's management, EdRip – which had previously provided the business with €1m in return for a 33% stake in June 2007 – and Socadif also took part in the transaction. CIC Finance, BNP Paribas, Banque Populaire and Societe Generale provided a debt package.

In February 2013, Omnes provided Exclusive with a further €50m in acquisition finance, designed to fund at least six future bolt-ons for the business. A potential sale had been explored prior to this, but Omnes ultimately decided to remain invested in the company.

This was followed by a refinancing in September 2013 with ICG, which provided a €60m senior debt package. Exclusive's equity backers committed €12m in fresh equity in conjunction with the refinancing, of which Omnes provided €6.7m.

Omnes had been invested in Exclusive Networks via its €173m CACI 3 vehicle, which is currently in divestment mode after having completed eight acquisitions. The two exits made so far (including Exclusive Networks) are understood to have returned all of the fund's committed capital, leaving six exits to potentially generate pure upside.

Overall, the business made 10 bolt-on acquisitions and opened two new subsidiaries following the 2010 buyout. The acquisitions include VADition in the UK in June 2011, TLK in Germany in December 2011 and Whitegold in Australia in September 2014.

In addition to the core business's organic growth, this strategy has enabled Exclusive Networks to develop at a rapid pace: turnover now amounts to around €630m, against €82m at the time of the 2010 buyout; while EBITDA has grown from €3m to around €35m in the same timeframe.

Company
Founded in 1995, Exclusive Networks is a distributor of B2B IT security software based in Lyon. It operates across 22 countries.

Advisers
Vendors - Leonardo & Co (M&A).

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