Ion, GIC launch €1.86bn takeover for Cerved

[Ion is the parent company of Unquote publisher Acuris.]

Italian private equity firm FSI is also taking part in the binding offer.

The offer amounts to 950 cents per share and is launched for the total share capital of Cerved, equal to 195,274,979 shares. The bid share price represents a premium of 34.9% over Cerved's 5 March closing share price and a 43% premium on the average of the official prices recorded by Cerved's shares in the last 12 months.

The bid has been made through Castor, an investment vehicle controlled by FermIon, which is 85.75% owned by Ion, and 10% by GIC. The remaining 4.25% stake is held by several institutional investors.

The offer is conditional on Castor securing at least 90% of Cerved's shares, but the threshold condition can be waived. Cerved will be de-listed if the offer is successful.

Following the deal, financing provided by FSI will be converted into a minority stake in Castor. Prior to the takeover launch, FSI committed to underwrite, with a payment of €150m, a financial instrument with a term of up to five years, issued by the bid company, redeemable or convertible into a special class of shares, representing a portion of the company's share capital, within 12 months of the potential de-listing.

Credit Suisse, Intesa Sanpaolo, Sociedad De Valores and Goldman Sachs acted as Ion's financial advisers. Chiomenti and Cleary Gottlieb  acted as legal advisers.

This is the second takeover attempt for Cerved in less than two years, after Advent International launched an offer in 2019 at a price of around €1.85bn. The offer was later withdrawn after Cerved's share price significantly increased amid speculation of a bid.

Cerved generated adjusted EBITDA of €236.6m from revenues of €520.6m in 2019. The company specialises in risk analysis, credit ratings and financial services.

Earlier this month, Ion acquired Cedacri, an IT outsourcing service for banks and financial institutions, from FSI for around €1.5bn.

Cerved has recently started negotiations for the sale of its debt-collection-dedicated unit. On Monday, the company confirmed with an official statement that "negotiations are underway – without exclusivity – with private equity firms for the sale of the subsidiary Cerved Credit Management Group.”

According to Reuters, Cerved would be in advanced talks with Centerbridge in a deal valuing its debt division at around €400m. 

It is unclear if Ion and GIC intend to go further with these negotiations once the takeover is completed.

Cerved is listed on the Italian stock exchange. Its shares went up 20% after the announcement and are currently trading at 963 cents.

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• Buyouts
• Southern Europe
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• Italy
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