Fondo Italiano d'Investimento Agreement to Acquire Stake in RINA S.p.A

[By: RINA]

Registro Italiano Navale, Fondo Italiano d’Investimento and RINA S.p.A have announced a new agreement aimed to allow the Italian fund to become a shareholder in RINA S.p.A., a multinational company based in Genoa, Italy.

The deal is expected to be completed in the autumn of 2023 and will involve an injection of up to 180 million euros in capital in the form of equity. After the deal’s completion, the ownership structure will see Registro Italiano Navale maintaining the majority stake, Fondo Italiano d’Investimento and other co-investors holding a minority stake of up to 33%, and the company's management participating with a 2.5% stake.

Fondo Italiano d’Investimento SGR will operate through an innovative structure that includes investments from Fondo Italiano Consolidamento e Crescita (FICC), Fondo Italiano Consolidamento e Crescita 2 (FICC 2), and, for the first time, a group of leading co-investors coordinated by Fondo Italiano. This transaction marks the first investment made by FICC 2, the second edition of the fund dedicated to supporting the growth and consolidation of Italian companies, which on this occasion also carried out, just one month after its launch, a first closing for a total of 245 million euro with cornerstone investors CDP Equity, Fondazione ENPAM, Intesa Sanpaolo, UniCredit, and other leading investors.

The capital injected by Fondo Italiano into the multinational based in Genoa, RINA S.p.A., is aimed at providing additional support for the company's growth, both organically and inorganically, as well as its international expansion. RINA S.p.A. has diversified significantly worldwide over the last twenty years, establishing itself as a brand in the fields of engineering consulting and Testing, Inspection & Certification (TIC).

In 2022, RINA S.p.A. reported pro-forma revenues of over 700 million euros, and it is on track to achieve growth objectives of nearly 800 million euros in 2023.

The Chairman and CEO of RINA S.p.A., Ugo Salerno, commented: “We have found the most suitable partner in Fondo Italiano d’Investimento to share our growth path and the realization of ambitious goals we have worldwide. It is a high-level institutional partner, Italian like us, with whom we will embark on a new phase for RINA and who will allow us to fully implement our strategic plan. Based on ESG principles, we will continue to expand our digital services and processes in favour of ecological transition: a journey that involves significant investments, made possible also thanks to the commitment of Fondo Italiano d'Investimento.”

Davide Bertone, CEO of Fondo Italiano d’Investimento, said: “Today, we announce the first closing and, at the same time, the first investment of the second edition of FICC, our flagship fund dedicated to promoting the development of national and global champions in strategic sectors of the Made in Italy. RINA represents Italian excellence, with a global presence, and leadership, as well as significant ambitions for further growth and innovation not only in the shipping sector but also in the energy transition and infrastructure sectors. I am extremely pleased with the partnership we are entering into today and the trust given to us by Registro Italiano Navale and Engineer Ugo Salerno, with whom we are delighted to collaborate in building another phase of development.”

To facilitate this agreement, RINA S.p.A. was advised by Lazard as the financial advisor, Banca Akros as the co-financial advisor, and PwC for Financial Due Diligence and Studio Legale Gattai, Minoli, Partners as legal advisor.

On the other hand, Fondo Italiano d’Investimento was supported by BCG for business due diligence, Legance for legal due diligence, New Deal Advisors for financial due diligence, KPMG for tax due diligence, ERM for ESG due diligence, Marsh for insurance due diligence, and E&Y Parthenon for tech due diligence.

The completion of the transaction is subject to customary conditions, including regulatory approvals.