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White & Case Advises SECO on Acquisition of Garz & Fricke Group for €180 million

Global law firm White & Case LLP has advised SECO S.p.A. on the acquisition of the entire share capital of Garz & Fricke Holding GmbH and its controlled companies (Garz & Fricke Group) and AF HMI Holding from Afinum Siebte Beteiligungsgesellschaft mbH & Co. KG, a fund managed by Afinum Management GmbH (Afinum), and other minority shareholders.

The total consideration for the transaction of €180 million will be paid part in cash and part in equity. SECO will pay the sellers €165 million in cash funded through a mix of new acquisition financing facilities. SECO has entered into a medium-long term financing agreement with Intesa Sanpaolo S.p.A. and Unicredit S.p.A. acting as co-underwriters and bookrunners and Banco BPM S.p.A. and Gruppo BNP-Paribas acting as mandate lead arrangers.

SECO will pay the sellers €15 million in equity, calling a shareholder meeting to approve a share capital increase up to €15 million. The share capital increase will be subscribed by the sellers from the funds derived from the sale of the Garz & Fricke Group, up to a maximum of 2.6 million shares (representing a 2.3 percent stake of SECO's share capital), at an issue price of €5.86 per share, which corresponds to the calendar day volume weighted average of the share price of SECO in the last month of negotiations.

Listed on the MTA-STAR segment of the Italian Stock Exchange, SECO is a leading operator in the industry of technological innovation, the Internet of Things (IoT) and Artificial Intelligence (AI). The acquisition of the Garz & Fricke Group represents a unique strategic opportunity for SECO to establish a major international champion in the IoT, AI and cutting-edge computing, creating the largest listed European company in the industry and the third largest in the world.

Headquartered in Germany, the Garz & Fricke Group is active in the development and manufacturing of hardware and software solutions for the industrial IoT.

The White & Case team that advised on the transaction comprised partners Michael Immordino (London, Milan), Leonardo Graffi (Milan) and Ingrid Wijnmalen (Frankfurt), counsel Sascha Schmidt (Frankfurt) and associates Mariasole Maschio (Milan), Laura Buchholz (Berlin) and Nico Frehse (Hamburg).

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