Mercury UK Holdco Limited to acquire the payment processing platforms of Intesa Sanpaolo

MILAN, May 3, 2016 – Mercury UK Holdco Limited, the majority shareholder of Istituto Centrale delle Banche Popolari Italiane S.p.A. (“ICBPI”) and itself owned by a consortium of funds managed by Advent International, Bain Capital Private Equity and Clessidra, has today signed a definitive agreement to acquire Setefi Services S.p.A., ("Setefi Processing") and Intesa Sanpaolo Card d.o.o. ("ISP Card"), (together "ISP Processing") from Intesa Sanpaolo S.p.A (“Intesa Sanpaolo”) for an equity value of €1,035 million. 

Setefi Processing, based in Milan, is the Italian payment processing platform of Intesa Sanpaolo, one of Europe’s leading banking groups and Italy’s number one commercial bank. ISP Card is the payment processing platform of Intesa Sanpaolo’s Central and Eastern European business and operates in nine countries including Croatia, Slovenia, Hungary and Romania. Together, these platforms support a comprehensive portfolio of products including a broad range of payment card types for Intesa Sanpaolo’s end customers. 

ISP Processing will be acquired and managed as a separate entity from ICBPI and its subsidiaries. However, over time there will be a significant opportunity to share best practices, increase operational know-how and improve service and innovation for ICBPI clients, Intesa Sanpaolo clients and for the Italian market in general. 

Commenting on the announcement, Luca Bassi, Managing Director, Bain Capital Private Equity, said, “This transaction is strategically important as it adds Italy’s leading commercial bank to our customer portfolio and gives us exciting capabilities to increase services and innovation across customers of both ICBPI and ISP Processing.” 

Jeff Paduch, Managing Director, Advent International added, “This acquisition builds even further on our strong position in the payments industry both in Italy and globally and in partnering with leading banks to maximise the potential of their payments assets. We look forward to building a long-term relationship with Intesa Sanpaolo.” 

The transaction is expected to be financed by a combination of debt and equity financing arranged by the shareholders. Advisors on the transaction included Mediobanca - Banca di Credito Finanziario S.p.A acting as financial advisor, Gitti Raynaud and Partners with respect to Italian legal matters, Kirkland & Ellis with respect to financing matters, Weil, Gotshal & Manges LLP with respect to legal matters and Studio Pirola Pennuto Zei & Associati with respect to fiscal matters. The transaction is subject only to customary regulatory approvals and is expected to close by the end of 2016. 

Mercury UK Holdco Limited 
Mercury UK Holdco Limited is a UK incorporated company which is the holding company of ICBPI. It also provides accounting, treasury and bond reporting services to Mercury Bondco plc, a company incorporated in Jersey in connection with the acquisition by funds managed by Advent International Corporation, Bain Capital Investors, LLC and Clessidra Capital Partners 3 of a majority shareholding in ICBPI. 

Advent International 
Founded in 1984, Advent International is one of the largest and most experienced global private equity investors. The firm has invested in more than 300 private equity transactions in 40 countries and, as of December 31, 2015 has €27 billion in assets under management. With offices on four continents, Advent has established a globally integrated team of over 170 investment professionals across North America, Europe, Latin America and Asia. The firm focuses on investments in five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecom. After more than 30 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for its portfolio companies. 

For more information, visit www.adventinternational.com

Bain Capital Private Equity 
Bain Capital Private Equity (www.baincapitalprivateequity.com) has partnered closely with management teams to provide the strategic resources that build great companies and help them thrive since our founding in 1984. Our global team of more than 400 investment professionals creates value for our portfolio companies through our global platform and depth of expertise in key vertical industries including consumer/retail, financial and business services, healthcare, industrials, and technology, media and telecommunications. In addition to private equity, Bain Capital invests across asset classes including credit, public equity and venture capital, and leverages the firm’s shared platform to capture opportunities in strategic areas of focus. 

About Clessidra 
Founded in 2003, Clessidra is the leading manager of private equity funds focused exclusively on the Italian market for a total of approximately €2.5 billion of assets under management. In its first 13 years in business, Clessidra has completed 21 operations and 13 additions (add-on) to the Funds’ portfolio companies, with a total investment of about €18 billion EV and €1.8 billion equity. 

With many investment completed in market leading companies, Clessidra has a successful track record, through an active management of investments and an approach oriented to the partnership with entrepreneurs and management and the value creation over medium to long term horizon.  For more information, visit www.clessidrasgr.it.