RINA S.p.A , the holding company of the multinational testing, inspection, certification and consulting engineering (“TIC-CE”) group based in Genoa, Italy, is pleased to announce that it has signed a definitive agreement for the acquisition of the entire share capital of Edif Group Limited (“Edif”), a portfolio company of Phoenix Equity Partners (“Phoenix”), for £118.5 million (around €151 million) (the “Acquisition”).
The Acquisition represents a further step towards the fulfilment of RINA’s broader growth strategy, which will increase its geographical coverage, and deliver a higher level of technical expertise for its customers. In particular, the acquisition of Edif will significantly increase RINA’s presence in the UK, alongside the US and German market, where the combination of the two groups will provide a platform for further expansion.
Edif is a leading worldwide provider of a diverse range of TIC-CE services that serve to reduce risk, optimise performance and enhance the capability of its clients’ assets. Edif is headquartered in London, UK, and employs approximately 650 employees and 2,500 associates in over 20 offices internationally. Edif was founded as a Group in 2011, and has grown rapidly since inception both organically and through acquisitions.
The Acquisition will be funded through an equity capital injection from RINA’s financial shareholders, VEI Capital (“VEI”) and NB Renaissance Partners (“NBRP”), alongside a new financing facility provided by BNL – BNP Paribas Italy, Unicredit Group, and Banca IMI.
RINA’s shareholders, its financial partners and Sace (an Italian organisation specialised in supporting companies planning to go international) will continue to support and accelerate the growth undertaken by the Group in recent years.
Completion of the Acquisition is subject to receipt of standard merger control clearances, with closing anticipated to occur during the second half of 2016.
Ugo Salerno, Chairman and CEO of RINA, said: “This acquisition is strategic and fits very well with RINA due to Edif’s profile in the energy, transport, defence, industry and infrastructure markets. Edif is also structured in a very similar way to RINA with two well-known brands, the ERA engineering consultancy and the NDE inspection business. Due to the complementary nature of the business, integration will be straightforward, resulting in a wider geographical footprint and immediate business gains. With this deal RINA’s turnover reaches about €500 million with an EBITDA close to €65 million. This will enable us to possibly go public in the medium term”.
Rob Dilworth, CEO of Edif, said: “I am proud to have co-founded and grown the Edif Group from a standing start over the last 5 years, alongside my colleagues in the Edif team and with the backing of Phoenix Equity Partners. Edif has grown to become a successful, international industrial TIC-CE business, and we believe there is a compelling strategic rationale for our combination with RINA. Our range of services and geographical footprint are both highly complementary to RINA’s existing operations, and we are very much looking forward to working together to drive the continued success of the enlarged group.”
Tim Dunn, Partner at Phoenix Equity Partners, said “We are very proud of the strong partnership we have developed over several years with Rob and the rest of the Edif team. Edif has delivered on an ambitious plan to build an integrated, global business in the industrial TIC-CE sector. We believe there is strong strategic rationale for the combination of Edif with RINA, and that the combined entity is very well positioned for the future.”
RINA was advised by Rothschild, Gattai Minoli Agostinelli & Partners, Mayer Brown, PwC, Boston Consulting Group and LS Advisory; Edif and Phoenix were advised by Baird, Travers Smith, EY and Credo Consulting. Management were advised by Cooley.
RINA was established in Italy (Genoa) in 1861 as a classification society to meet the needs of the shipping world. The company has since diversified and today is a multinational provider of testing, inspection, certification and engineering consultancy services to organisations in the Energy, Marine, Business Assurance and Transport & Infrastructure markets.
The company’s strategic acquisitions, continuous investment in R&D and training have resulted in a unique skill set covering the certification of management systems, products, installations and the personnel for companies of all sizes operating anywhere in the world.
As an independent company we deliver our services in full compliance with the principles of professional ethics, impartiality, transparency, confidentiality and social accountability.
RINA has an estimated turnover of over €375 million in 2015, over 3,000 employees and 1,500 associates and is present in 163 offices in 60 countries worldwide.
For critical industries and environments world-wide, Edif Group provides technical inspection, and engineering consultancy services to reduce risk, optimise performance and enhance capability.
Edif Group is formed of two companies, Edif ERA and Edif NDE, comprising more than 100 years of brand history. Our long term customer relationships are built on an ongoing commitment to broaden services, deepen sector experience and an ability to respond quickly to needs on a local and global scale.
The Edif Group achieved turnover of over £77.8 million on a pro forma basis in 2015 and is present in 20 offices internationally. The company has about 650 employees and over 2,500 associates. The company was recently recognised in the London Stock Exchange’s 1000 Companies to Inspire Britain report 2016, for the second year running.
Phoenix is an independent private equity fund management business. Phoenix is owned by its executive team. Phoenix’s investment focus is on mid-market UK private businesses valued at up to £150 million. Phoenix invests across a wide range of sectors, backing entrepreneurs to build great businesses.
Other recent Phoenix transactions include the investment in The Travel Chapter Group, a leading online marketing platform for holiday lettings in the UK, the IPO of The Gym Group, the longest established operator of low-cost gyms in the UK and the sale of CloserStill, a leading business-to-business exhibition organiser.