Milan, 19 June 2015 – Advent International, Bain Capital and Clessidra (the “Consortium”) have today signed a definitive agreement to acquire Istituto Centrale delle Banche Popolari Italiane S.p.A. (“ICBPI”) for a consideration of Euros 2.15 billion.

ICBPI is a leading player in the Italian financial services market with strong market positions in payment services (acquiring and issuing), interbank clearing and securities services. ICBPI, headquartered in Milan, has over 1,900 employees and also operates strong brands including Cartasì. In 2014, the Company generated revenues of Euros 670 million, EBITDA of Euros 195 million and net income of Euros 95 million.

ICBPI’s selling shareholders will retain a stake of 8% of the Company post transaction.

Today, collectively, Advent and Bain Capital, are the most experienced private equity investors in the payments sector globally, having completed over 20 investments in sectors and sub-sectors relevant to ICBPI, including Nets, a leading Northern European provider of payments, information and digital identity solutions, and Worldpay, a leading credit and debit card payment processing business acquired from the Royal Bank of Scotland.

Electronic payments continues to be a fast growing market where investment in technology and innovation capabilities are key to providing a world class service to increasingly sophisticated merchants and customers. Advent and Bain Capital have used their operational expertise to help Worldpay and Nets become more commercial, efficient and customer-oriented businesses that focus on developing innovative technology to drive growth.

Luca Bassi, Managing Director at Bain Capital Europe, commented: “We are delighted to have the opportunity to contribute to the future success of this market leader in Italy. We have been impressed with the Company’s achievements so far and believe that ICBPI has tremendous growth and innovation potential both organically and through acquisitions. All of the investors in the Consortium have a strong track record of investing in the transformation and growth of similar businesses and together we will support the management team’s implementation of its ambitious plans for the Company.”

Jeffrey Paduch, Managing Director at Advent International, added: “We believe Advent and Bain Capital’s deep sector experience, alongside Clessidra’s local knowledge provides an excellent combination of skills and expertise to successfully manage the transition in ICBPI’s ownership, while focusing on the highest levels of customer service. We look forward to working with ICBPI’s management, customers and other stakeholders to accelerate technology investments and drive long-term sustainable growth. ”

Maurizio Bottinelli, Head of the Investment Team at Clessidra, added: “We are pleased to be partnering with the selling shareholders and customers to support ICBPI in continuing its strong track record of growth and innovation and further enhance its leadership in the Italian market. We have a successful track record of working with Italian Banks in situations – such as Cerved and Anima – where we acquired control and continued to work proactively with the selling banks as key clients”

The completion of the transaction is subject, amongst others conditions, to the approval of the relevant competition authorities and the European Central Bank.

Rothschild, HSBC and Vitale & Associati acted as financial advisors to the Consortium; Bonelli Erede Pappalardo, Studio Carbonetti, Carlo Pavesi and Weil, Gotshal & Manges acted as legal advisors; Franco Bernabè, Boston Consulting Group, First Annapolis and PriceWaterhouseCoopers acted as strategic advisors, Studio Pirola and Studio Vitali, Romagnoli, Piccardi acted as tax advisors; Community Group acted as communication advisor.