Intesa Sanpaolo has entered into a sale-and-purchase agreement in respect of the sale of the total share capital of its subsidiaries Setefi and Intesa Sanpaolo Card to a wholly owned subsidiary of Mercury UK Holdco Limited (Mercury) for a counter value of €1,035 million in cash. Mercury, which already owns Istituto Centrale delle Banche Popolari Italiane (ICBPI), is controlled by a consortium composed of Advent, Bain Capital and Clessidra. Setefi and Intesa Sanpaolo Card carry out processing activities relating to payment instruments and operate, respectively, in Italy and in the other Countries where the Group has a presence.
The agreement provides for a ten-year service contract, the commitment by Intesa Sanpaolo to use the processing services provided by Setefi and Intesa Sanpaolo Card and specific undertakings regarding the maintenance of a high service quality.
The transaction will enable the Intesa Sanpaolo Group:
– To focus on the core activities of issuing and acquiring relating to payment instruments, following the recent partial demerger of Setefi in favour of its Parent Company, with the aim of maximising effectiveness of commercial activities and optimising relationships with Group clients;
– To adequately enhance, by way of this disposal, the non-core processing activities, also taking into account that growing investment needs and economies of scale are necessary in order to operate efficiently in this sector;
– To further strengthen the technological platform by entering into a partnership with players of proven experience in the payment sector in Italy and Europe.
The finalisation of the transaction is expected to take place by the end of the year and is subject only to the customary regulatory authorisations being received. It will generate a net capital gain of around €895 million for the Intesa Sanpaolo Group’s consolidated income statement in 2016.
Studio Pedersoli acted as legal advisors for regulatory matters to the consortium of funds managed by Advent International, Bain Capital Private Equity and Clessidra; the consortium acquired Setefi Services S.p.A. from Intesa Sanpaolo S.p.A for an equity value of €1,035 million. The team has been led by Fabrizio Carbonetti, with the support of Marco Romanelli and Alessandro Metrangolo,