Advent, Nextalia Target Tinexta Delisting in €70.9M Bid

Advent International and Nextalia are advancing their plan to take Italian digital trust and credit information group Tinexta private. Following an initial mandatory takeover bid that fell short of the 90% ownership threshold required for an automatic delisting, the private equity firms, operating through Zinc BidCo spa, are now launching a voluntary tender offer to acquire the remaining shares.

This new offer aims to secure the final 10.01% of Tinexta's capital, representing approximately 4.72 million shares. The proposed transaction values the company at over €1.2 billion. The voluntary offer reiterates the price of €15 per share, a figure that represents a slight discount to recent market prices but maintains a premium over the 12-month weighted average. The total potential outlay for this final acquisition phase is estimated at approximately €70.9 million.

The initial mandatory offer, triggered by the acquisition of a significant stake from industrial partner Tecno Holding, concluded with Zinc BidCo holding 88.835% of Tinexta's share capital. Despite this substantial ownership, the inability to cross the 90% threshold necessitated this subsequent voluntary bid. Zinc BidCo, a joint venture vehicle where Advent International GPE X holds a majority stake and Nextalia Private Equity and Nextalia Flexible Capital funds also participate, has been actively acquiring shares on the open market since the initial offer period to consolidate its position.

Tinexta, listed on the Euronext STAR Milan segment of the Italian Stock Exchange, is a key player in digital security services, credit information management, and international sales solutions. The Italian market for digital trust services is experiencing robust growth, driven by increasing cybersecurity threats and regulatory demands for data integrity. Industry analysts project continued expansion in this sector, making companies like Tinexta attractive targets for strategic consolidation.

The delisting objective was first signaled in August of the previous year when Zinc BidCo agreed to acquire a 37.66% stake in Tinexta from Tecno Holding, a company backed by Italian Chambers of Commerce. This move was explicitly aimed at facilitating Tinexta's exit from public markets. Following the mandatory offer and subsequent market purchases, Zinc BidCo currently holds 69.11% of Tinexta, with Tecno Holding retaining an 18.09% stake.

The successful completion of this voluntary offer would mark a significant private equity-backed buyout in the Italian tech services sector. It underscores the strategy of major financial sponsors to consolidate market positions and potentially unlock further value through private ownership, away from the quarterly pressures of public markets. The transaction is subject to regulatory approvals and the acceptance of the offer by remaining shareholders.