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Fondo Strategico Italiano (FSI) signed today a binding agreement to acquire a 84.55% interest in Ansaldo Energia S.p.A. (the “Company”, or “Ansaldo Energia”). FSI will acquire the entire interest owned by the private equity fund First Reserve (45%) and part of the interest owned by Finmeccanica (39.55%)
FSI is also committed to purchase the remaining 15% of Ansaldo Energia still owned by Finmeccanica by 2017, through a put and call structure.
With the investment in Ansaldo Energia, FSI supports the growth and technological innovation of a company that is strategic for the Italian economy and it does so in compliance with the provisions of its Articles of Association, which allow the acquisition of majority participations in certain specific situations, which tend to be of temporary nature.
Post-closing, FSI will start seeking industrial partners that could further accelerate the growth of Ansaldo Energia in the international markets. FSI will continue to hold a stable minority participation in the Company in order to maintain an active governance.
Ansaldo Energia develops and manufactures gas turbines that are characterized by a high level of technology only held by five countries worldwide (Italy, Germany, USA, France and Japan).
The company has 3,400 employees (of which 3,000 in Italy) and is an important producer in the heavy electrical equipment production chain, a sector in which Italy has a significant niche of excellence. It is estimated that the purchase of components from Italian suppliers guarantees employment to approx. 10,000 workers. In addition, given its ability in realizing power plants turnkey projects (EPC) worldwide, the Company is also an important client for suppliers of power plant sub-components (boilers, cooling systems, electromechanical components, etc.).
The price paid by FSI for the acquisition of the 84.55% interest of Ansaldo Energia is of 657 million euro, with a further deferred payment of 116.5 million euro by 2017 for the remaining 15% interest (as envisaged in the put and call agreement with Finmeccanica). Finally, the agreement foresees the payment of an earn-out of up to 130 million euro - linked to the achievement of certain targets between 2014 and 2016.
The closing of the transaction is expected by December 2013 and is subject to certain conditions (including regulatory and antitrust approvals). FSI has been advised by Lazard as financial advisor and by Gianni, Origoni, Grippo, Cappelli & Partners as legal advisor.
FSI and Finmeccanica also signed a non-binding memorandum of understanding regarding FSI potential future investment – with a minority interest and together with an industrial partner – in the railways subsidiaries of Finmeccanica (signaling and rolling stock), provided that such subsidiaries satisfy FSI requirements of sound and stable financial position.
In conclusion, FSI announces that prior to the examination of the potential investment in Ansaldo Energia, the Chief Executive Officer of Finmeccanica Alessandro Pansa resigned from the board of directors of FSI.
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