BF International Buys Diagram for €448M

BF International Best Fields Best Food Ltd (BFI), a significant player in agri-industrial investments, has secured a controlling stake in Diagram spa, a prominent agritech group. The transaction, valued at approximately €448 million, marks a swift exit for some investors and a strategic expansion for BFI, which is backed by the publicly listed BF spa.

The deal sees BFI acquire the entire 41.6% stake held by Trilantic Europe and its co-investors. Additionally, BFI has agreed with CDP Equity, which also holds a 41.6% share, to purchase an initial 0.67% and subsequently acquire the remaining 40.9% through a series of put and call options. This phased approach will see CDP Equity gradually divest its holding by February 2029.

The implied equity value for Diagram is estimated between €530-€550 million. Factoring in Diagram's reported net financial debt of €80.6 million at the close of 2025, the enterprise value is understood to exceed €600 million, potentially reaching €610-€630 million. This valuation reflects Diagram's robust financial performance, with revenues of €96.8 million and EBITDA of €33.4 million reported for 2025.

For Trilantic Europe, this represents a rapid return on investment, with the exit occurring approximately 17 months after their initial investment in May 2025 via Trilantic Europe Fund VI. This contrasts with CDP Equity's more extended exit timeline. The original investment in December 2024 saw Trilantic Europe and CDP Equity each acquire their 41.6% stakes, facilitating the exit of Nextalia Private Equity (managed by Nextalia sgr) and a reinvestment by BF with a 15% holding. At that time, Diagram was valued around €400 million.

The acquisition structure involves BFI purchasing 100% of Triagri spa, the vehicle through which Trilantic Europe and its co-investors hold their Diagram shares. The agreed consideration for this portion is approximately €221 million, subject to adjustments. A portion of this payment will be deferred, with €30 million to be paid in two tranches within eleven months post-closing, plus an equity kicker. A further €3.7 million will be paid to CDP Equity for the initial 0.67% stake.

Upon completion of these initial transactions, BFI's ownership in Diagram will rise to approximately 57.3%, granting it exclusive control. The remaining 1.8% is held by Diagram's management team through Siref Fiduciaria. The transaction's finalization is contingent on several conditions precedent expected to be met by December 20th.

This acquisition positions BFI to further consolidate its presence in the agritech sector, a market experiencing significant growth driven by demand for sustainable farming practices and technological innovation. The integration of Diagram's operations is expected to yield substantial synergies and enhance BFI's competitive edge in the European agricultural technology arena.