Banca Farmafactoring S.p.A. (BIT:BFF) signed a binding agreement to acquire IOS Finance EFC, S.A. from Deutsche Bank Aktiengesellschaft (DB:DBK) and three founders for €25 million on March 28, 2019. Under the terms of the transaction, consideration is in all cash subject to a price adjustment mechanism based on the Net Asset Value at closing. At closing BFF will reimburse the Target's funding facility currently provided by Deutsche Bank AG (equal to €52 million at year 2018 ). A pre-closing dividend of up to €27 million will be distributed to IOS Finance's existing shareholders before completion, and therefore reducing the shareholders' equity at closing by that equivalent amount. Banca Farmafactoring S.p.A. will acquire 55.3% stake from Deutsche Bank Aktiengesellschaft while the remaining 44.7% is owned by the three founders. Both the consideration and the reimbursement of Deutsche Bank AG's financing facilities will be funded with Banca Farmafactoring S.p.A.'s exiting funding. After completion, BFF plans to merge the IOS Finance EFC, S.A. into its Spanish business.

IOS Finance EFC, S.A. has revenues of €7.1 million and an adjusted net profit of €3.2 million in 2018. The transaction is subject to non-opposition of Bank of Spain and notification to Bank of Italy. Under the bylaws of IOS Finance, any transfer of shares is subject to a right of first refusal (“ROFR”) in favour of each of the non-transferring shareholders. The signing of the shares' sale and purchase agreement (“SPA”), on the terms already agreed upon under the Agreement, remains subject to the expiry of a 30-day period. Closing is expected in third quarter of 2019. The transaction will result in an expected capital absorption in 2019 of maximum €17 million largely related to €10 million of goodwill and €5 million of one-off negative impact (post tax) assuming the harmonization of IOS Finance's LPI accounting standards to that of Banca Farmafactoring S.p.A's. Mediobanca Banca di Credito Finanziario S.p.A. (BIT:MB) acted as sole financial advisor whereas Uría Menéndez Abogados, S.L.P. and Studio Di Tanno e Associati acted as legal advisor and PricewaterhouseCoopers International Limited acted as accountant to Banca Farmafactoring S.p.A.

Banca Farmafactoring S.p.A. (BIT:BFF) completed the acquisition of IOS Finance EFC, S.A. from Deutsche Bank Aktiengesellschaft (DB:DBK) and three founders for €26.4 million on September 30, 2019.