Howden to acquire leading broker Assiteca to create new international broking force in Italy
01 March 2022
Howden Group Holdings has today signed a definitive share sale and purchase agreement with Lucca's S.r.l. a company 100%-controlled by Assiteca’s founder, Luciano Lucca, and Chaise S.p.A., a company 100%-owned indirectly by Tikehau Growth Equity II, whereby, subject to the satisfaction of the Conditions referred below, Howden Group, through the wholly-owned entity Howden Broking Group Limited will acquire a total holding of 86.965% of the outstanding share capital of Assiteca S.p.A..
Howden Group is headquartered in the UK and has operations in 45 countries across Europe, Asia Pacific, the Middle East, Africa, the US and Latin America. With 10,500 employees, £1.4bn in revenues and more than $17bn premiums managed it is one of the largest international insurance intermediary groups in the world1.
Assiteca is the largest Italian-headquartered broker with 750 employees operating across 19 cities in Italy, as well as operations in Spain and Switzerland, with a turnover of brokerage commissions of approx. Euro 90m.
Assiteca is highly complementary to Howden’s existing broking business in Italy and the partnership will create a major force in the Italian broking market providing enhanced client offerings and further opportunities for all employees. Europe, and Italy in particular, is a focus for investment for Howden, with the recent completion of the acquisitions of Andrea Scagliarini S.p.A. in July 2021 and Tower S.p.A. in January 2022. The transaction will combine Assiteca’s regional presence and strong position in the mid-market with Howden’s international expertise in larger corporates, specialty segments and reinsurance.
Subject to the completion of the transaction, various members of Assiteca’s management will retain key positions in the management of the Company. In particular, Luciano Lucca will remain as Chairman of the Board of Directors, Gabriele Giacoma will remain as Chief Executive Officer, and Nicola Girelli will remain as Finance Director.
José Manuel González, CEO of Howden Broking Group, said: “The union of Assiteca and Howden is an extraordinary opportunity for our clients, our colleagues and the insurance market. Our commitment to building a leading broking business in Italy and more broadly in Europe by joining with the leading entrepreneurial talent in our chosen markets to bring much needed choice to clients is unwavering. Assiteca is already a key partner of our wider Group in Italy through our sister company DUAL Italia, and so we know well that Luciano and Gabriele have built a team which shares an outlook with Howden; one to deliver quality service and solutions to our clients, with a personal touch driven by core employee ownership.
It is my fervent belief that together with our existing broking operations in Italy, which includes the talented teams of Andrea Scagliarini and Tower, and with the additional firepower of our international specialty expertise and operations, we will be a new force in Italian broking.”
Luciano Lucca, Assiteca’s founder and Chairman of the Board of Directors, stated: “The combination of Assiteca and Howden represents a very important change for insurance broking business. Actually, it will create a new international giant in Italy, which will contribute a significant value and dynamism in the market. I strongly believe in this transaction, because, as I did throughout my fifty years of business activity, I love investing in the future."
Roberto Quagliuolo, Head of Private Equity Italy at Tikehau Capital, said: “We are honored to have participated to this step of the Assiteca’s journey alongside Mr. Lucca and the top management of the company. Since our entry in November 2019, Assiteca achieved a significant growth both organically and through acquisitions, and accelerated on its digital transformation. We believe that Howden is an excellent partner for the next phase of Assiteca’s development, and that this transaction grants to the company the opportunity to become the Italian pillar in the establishment of this leading international broking group in the European market.”
Subject to the satisfaction of the Conditions referred to below, the agreement sets out the terms under which the Purchaser will acquire at Closing (as defined below): (i) no. 26,673,003 Assiteca ordinary shares, representing 62.505% of the Company’s share capital, from Lucca’s S.r.l.; and (ii) no. 10,437,984 Assiteca ordinary shares, representing 24.460% of the Company’s share capital, from Chaise S.p.A., thus purchasing in aggregate 37,110,987 Assiteca ordinary shares representing 86.965% of the outstanding share capital of Assiteca.
The total price that will be paid in cash by the purchaser to the sellers in a single payment at the completion of the Transaction (the “Closing”), is equal to approx. Euro 208.7 million and values each share of the Company at Euro 5.624 (the “Price per Assiteca Share”). The Price per Assiteca Share represents a premium of 40.5% to the volume-weighted average price of Euro 4.004 on 28th February 2022, 66.2% to the volume-weighted average price for the last 30 days’ trading of Euro 3.383, and 79.8% to the volume-weighted average price for the last 3 months’ trading of Euro 3.127. The Price per Assiteca Share has been determined and agreed cum dividend assuming that no dividend and/or reserve will be paid and/or distributed by the Closing date.
Pursuant to the Agreement, the Closing is subject to satisfaction of the conditions precedent that (i) the Italian golden power and (ii) the Spanish change in control authorizations have been granted by the relevant authorities (the “Conditions”). Subject to the occurrence of the Conditions, the Closing is expected to occur around May 2022.
Following the Closing, as per article 8 of Assiteca by-laws which provides for a voluntary reference to the application of Article 106 of Legislative Decree No. 58 of February 24, 1998, the purchaser will be required to launch a mandatory takeover offer for all the remaining Assiteca shares at the price of Euro 5.624 per share (corresponding to the Price per Assiteca Share).
The transaction, and the subsequent mandatory takeover offer, is aimed at the delisting of Assiteca shares from the Euronext Growth Milan market.
Howden Group Holdings Limited has been assisted by Intermonte as financial advisor, Gatti Pavesi Bianchi Ludovici and Weil, Gotshal & Manges LLP as legal advisors.
The sellers have been assisted by Mr. Jody Vender, as financial advisor, and Pedersoli Studio Legale, as legal advisor.
1 figures are proforma for the acquisition of Aston Lark Limited, which remains subject to completion.