ITALCER ACQUIRES RONDINE, CREATING THE SIXTH ITALIAN CERAMIC GROUP

Milan, October 15th – Italcer S.p.a., the parent company of the homonym Group controlled by the Private Equity fund Mandarin Capital Partners II (“MCP”), has completed today the acquisition of 100% of Ceramica Rondine S.p.A., based in Rubiera (RE).

This deal follows the ones concluded in May of the previous year of La Fabbrica S.p.A., Elios Ceramica S.p.A. and Devon&Devon S.p.A. With Rondine, Italcer Group, that approximately has a turnover of €200mln and more than €35mln of Ebitda, takes the sixth place in the Italian ceramic industry.

The project of an Italian ceramic cluster was originally presented to Alberto Forchielli (MCP founding partner) by Graziano Verdi, former President and CEO of Graniti Fiandre, Iris ceramic, Technogym and of the Belgian multinational Koramic. Basically, the two intended to enhance both industrial and commercial synergies in the Italian ceramic market that, notwithstanding the tough global competition, it’s still highly fragmented.

Lorenzo Stanza, MCP Managing Partner and Chairman of Italcer, observes: . Graziano Verdi, CEO of Italcer points out: Italcer to entry the Italian élite and to speed their growth up. In particular with Rondine, we strengthen the structure and we acquired an highly skilled management team>.

Stanca adds: Italcer, a very creative player in the luxury Italian market, has still a huge potential to grow both internally and externally, that could be fully appreciated by the market>. Verdi, from his point of view says <Italcer, leader in the luxury niche, exports almost 80% of its turnover. Its brands are one of the most innovative and successful of the entire ceramic industry. So, we are talking about a well established Italian leader with a proven competitive capacity>.

Lauro Giacobazzi and Seramiksan (a relevant Turkish ceramic manufacturer), are Rondine’s selling shareholders. Giacobazzi managed the company in the last years achieving great results in terms of growth and profitability.

Italcer finalized the acquisition of Rondine through a capital increase, underwritten by MCP and Capital Dynamics (a leading British alternative assets manager). Capital Dynamics becomes a shareholder alongside MCP, Idinvest, HQ Capital and a group of HNW Italian families.

In addition to the capital increase, Italcer issued a €133mln bond in order to support the acquisition completely financed by Pemberton, one of the leading European player in the private debt market.

Intesa Sanpaolo supported Pemberton supplying a short-term facility necessary for the financing of the working capital. Gianluca Vittucci was the person in charge of the deal with Intesa Sanpaolo.

Alessandro Azzolini and his team from PwC advised Italcer on the definition of the financing side.

For MCP, Lorenzo Stanca, Andrea Tuccio (Partner) and Gabriele Salvemini (Associate) participated in the transaction, as in all the other deals in which Italcer was involved.

Legance, with a team headed by Marco Gubitosi and Marco Iannò (for the financing part) advised Italcer while Enrico Sisti from Rucellai & Raffaelli assisted Gacobazzi and his family. The lawyer Rolandino Guidotti counselled Seramiksan. White & Case (in the person of Iacopo Canio) advised Pemberton and Simmons & Simmons (in the person of Davide D’Affronto) Intesa Sanpaolo. Raynaud Law Firm assisted Capital Dynamics.