Renaissance Partners Eyes Reway Group Delisting

Renaissance Partners is set to acquire a significant majority stake in Reway Group spa, a key player in road, highway, and rail infrastructure maintenance. The move is designed to facilitate a subsequent mandatory takeover bid aimed at delisting the company from the Euronext Growth Milan exchange. This strategic maneuver signals a shift towards private ownership for the infrastructure services firm.

The transaction involves Renaissance Partners securing approximately 83.38% of Reway Group's share capital. The acquisition will be executed through a newly formed BidCo, which is itself a subsidiary of a new holding entity, HoldCo. This structure underscores a deliberate approach to consolidating control and streamlining future operations.

Key existing shareholders, including Luccini srl (representing the Luccini family), Patrizia and Raffaella Casillo, Livio Radini, and Immobiliare Radini srl, are divesting their stakes. Specifically, Renaissance will purchase a substantial portion from Luccini srl, encompassing both ordinary and multi-vote shares, which will automatically convert to ordinary shares upon deal completion. Additional stakes from the Casillo sisters and the Radini interests will round out the majority acquisition.

A notable aspect of the deal is the planned reinvestment by Luccini srl. The Luccini family will retain a 30% interest in the post-deal holding company, indicating continued confidence in Reway Group's long-term prospects and a commitment to its future growth trajectory. This co-investment strategy aligns with private equity trends that often seek to maintain alignment with original ownership.

The agreed-upon price stands at €10.31 per share, with provisions for potential upward adjustments via a daily ticking fee if the closing extends beyond July 31, 2026. Conversely, downward adjustments are possible due to specific leakage events related to the Luccini and Radini shareholdings. The transaction's finalization is contingent upon regulatory approvals, including antitrust and golden power authorizations, expected by September 30, 2026.

Reway Group, which specializes in the rehabilitation and upkeep of critical transportation infrastructure, reported robust financial performance for 2025. The company achieved a production value of €278.3 million and an EBITDA of €49.6 million. The company's stock closed recently at €10.80, reflecting a market capitalization of €338.1 million, a significant increase from its IPO price of €3.10 in March 2023. This valuation highlights the company's substantial growth and market appeal within the infrastructure sector, a segment benefiting from ongoing public and private investment in modernization and expansion.

The delisting initiative follows a period of significant expansion for Reway, including its acquisition of a 60% stake in multidisciplinary engineering firm Vega Engineering in December 2024. This strategic move by Renaissance Partners suggests a focus on consolidating and potentially optimizing the operations of Reway Group away from the public market's scrutiny, allowing for more concentrated strategic development.