Hera Group and Ascopiave merge Asco TLC into Acantho
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Hera Group and Ascopiave merge Asco TLC into Acantho
The merger leads to the strengthening of Acantho's position in the IT-TLC sector: thanks to Asco TLC's cutting-edge skills and infrastructure, the digital company expands its assets and services, becoming a multi-regional operator able to provide its customers with more innovative, efficient, reliable and competitive solutions, both in terms of cost and sustainability.
The Hera Group and the Ascopiave Group have today approved the merger of Asco TLC into Acantho at the extraordinary shareholders' meetings of the subsidiaries held today.
The expected contribution to the growth of Acantho's EBITDA, and thus to the Hera Group's consolidated EBITDA as parent company, is at least EUR 4 million, to which the resulting synergies will be added.
The merger follows the acquisition of 92% of Asco TLC finalised by Acantho and Ascopiave on 14 March 2023 and the previous awarding of the public tender procedure called by Asco Holding.
Asco TLC, a company active since 2001 in the provision of ICT services mainly to corporate customers and public administrations, has a significant proprietary territorial network, located in the Veneto and Friuli-Venezia Giulia regions for more than 2,200 km of fibre optic backbones, 56 radio links and 24 xDSL exchanges in unbundling, and provides its services to more than 2,700 customers. Acantho, the digital company controlled by the Hera Group, with over 7,000 customers, started over two decades ago, the development of a proprietary ultra-wideband fibre optic network, stretching over 238.000 km, and provides, also to the parent company and other companies, data centre, telephony and connectivity services, in particular with solutions in primary and secondary data centre management, networks connecting offices, internet access, fixed and mobile telephony, Internet of Things (IoT) applications for distribution network and meter management, radio infrastructure for meter and network node remote reading, network remote control platforms and digital transformation. There has always been a constant focus on sustainability by Acantho, which self-produces 30% of its data centre's energy needs, with a 20% reduction in CO2 emissions into the atmosphere.
The merger by incorporation of Asco TLC into Acantho represents for the Hera Group and the Ascopiave Group a strategic step in the evolution of the business portfolio in the IT-TLC sectors, in line with their respective industrial plans. Moreover, it will allow the birth of a multi-regional player with significant operational and commercial synergies and important benefits also for customers, who will receive a dedicated communication as soon as the effective date of the merger will be defined, approximately in autumn 2023.
The expected industrial benefits of the merger
Thanks to the integration of Asco TLC's infrastructural assets and cutting-edge skills into Acantho, the Hera Group expects to expand its range of services in the information technology and telecommunications sector, with consequent commercial development, particularly in its reference territory, with a high industrial density, where it already operates with other businesses. The transaction is part of the multi-utility's development path, which aims to provide its customers with increasingly broader, more efficient, innovative and competitive solutions in terms of both costs and sustainability. In particular, the merger will bring added value to supply relations with the citizens and companies of the territories served, enabling the Hera Group to offer business proposals at the technological frontier, integrated and flexible to the various needs of customers and stakeholders, including connectivity, telephony and data centre services of high performance and reliability, also guaranteed by high seismic-resistance structures, and state-of-the-art anti-flooding, fire-fighting and alarm systems.
"The incorporation of Asco TLC into Acantho, and therefore within the Hera Group, gives us the opportunity to make the most of the potential and specialist excellence of the two companies. In addition, the operational integration of the IT-TLC business activities of our multi-utility and Ascopiave will lead us to consolidate the proposal of Information and Communications Technology (ICT) services on the territory, with an increasingly tailor-made and flexible offer for customers, including the same companies controlled by the two groups. The sharing of assets, skills and solutions will also enable us to be able to respond more effectively and efficiently to the main trends in the ICT market, which is moving towards a greater demand for advanced products and integrated security services, both at network and systems level," said Alessandro Aiello, General Manager of Acantho.
"The transaction we have concluded today will make it possible to harness, in the most effective way, the potential industrial synergies arising from the integration of the companies involved, in an increasingly competitive market context that requires a continuous improvement of commercial proposals for local authorities, companies and users," said Nicola Cecconato, Chairman, CEO and General Manager of the Ascopiave Group.
See the press release
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The integration further strengthens the multi-utility’s position in both municipal and industrial water treatment, while activating strong commercial synergies with its subsidiary Herambiente. The transaction, with a total value of €138 million, is expected to contribute more than €20 million to the growth of the Hera Group’s EBITDA.
A group rooted across Northern Italy
Today the Hera Group has finalised the acquisition of 100% of STA Società Trattamento Acque S.p.A., based in Mantua, together with its subsidiaries: NTW (Cornuda – Treviso), CID (Colloredo di Monte Albano – Udine), NPC (Marene – Cuneo), Trentino Acque (Lavis – Trento), COMS (Talmassons – Udine) and Acque della Concordia (Mantua).
Taken together, these companies form the Sostelia Group, which, thanks to the distinctive expertise of its entities, ranks among Italy’s leading private players in the water treatment sector, offering advanced technologies, research and development capabilities, and high-level technical know-how. The sale was carried out for 65% by Xenon Fidec, an impact private equity fund managed by Xenon AIFM, and for the remaining 35% by entrepreneurs, minority shareholders of STA who, starting in August 2023, had transferred the entire share capital of the individual companies to the fund.
Signing completed following the successful verification of the conditions precedent
Today’s closing follows the successful verification of all conditions precedent set out in the binding agreement signed on 19 January and announced on the same date. These included, among other things, the prior divestment of 100% of Smart SEA, a company excluded from the scope of the transaction.
The Sostelia Group’s key figures
The Sostelia Group manages more than 1,200 treatment plants, serves over 1,200 active clients, employs around 350 people and has a turnover of approximately €100 million. Around 70% of its activities are focused on industrial clients.
A leading player in water treatment is born
Through this acquisition, the Hera Group further strengthens its positioning both the Water and Waste sectors, in the treatment of municipal and industrial water – an area that is highly synergistic with its activities.
As outlined in greater detail in the press release issued when the binding agreement was signed, with this acquisition the Hera Group becomes the reference player in Italy in water treatment, with an integrated offer across the entire supply chain.: from design and construction to operation and maintenance, through to the treatment and disposal of liquid waste and sludge associated with purification processes.
Economic rationale: enterprise value of €138 million and more than €20 million contribution to EBITDA
The transaction has an enterprise value of €138 million and is expected to generate a contribution of more than €20 million to the growth of the Hera Group’s consolidated EBITDA, in addition to the value of the expected integration synergies.
Advisors involved in the transaction
In the transaction, Hera was advised by PwC as strategic advisor and by GA-Alliance for legal matters, while Xenon was advised by Rothschild & Co. as financial advisor, by LCA for legal matters, and by Deloitte Financial Advisory and Fortlane Partners.
The Hera Group is one of Italy’s largest multi-utilities and operates in the environmental, energy and water sectors, with more than 10,500 employees. Over 7.5 million citizens receive at least one service provided by the Group. Listed since 2003, Hera ranks among the top 40 Italian companies by market capitalisation (it is part of the FTSE MIB index) and since 2020 has been included in the Dow Jones Sustainability Index (recently renamed the Dow Jones Best-in-Class Index). https://eng.gruppohera.it
Xenon FIDEC is one of the first Italian sustainable private equity funds, in compliance with Article 9 of the SFDR Regulation. It supports entrepreneurs and companies in building Italian leaders active in the energy and ecological transition, and is managed by Xenon AIFM S.A., an alternative investment fund manager authorised by the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg. For thirty years, Xenon has worked alongside family-owned businesses to manage transformation projects aimed at driving growth, mainly through buy-and-build strategies.
The Sostelia Group was created through an aggregation strategy promoted by the Xenon FIDEC fund, launched in 2023, bringing together companies that provide design, construction and maintenance solutions for water treatment plants. The minority stake is held by the entrepreneurs representing the various companies acquired during the build-up process. Today, the Group represents an important Italian private player in the sector, capable of offering biological and physico-chemical treatment plants, zero-discharge systems, and technologies for the treatment of primary and process water as well as liquid waste.