Retelit (BIT: LIT), an Italian wholesale fiber provider, today announced that Asterion Industrial Partners, a private equity firm, through its investment vehicle Marbles S.p.A., is launching a take-private offer for 100% of the company at a price of €2.85 per share, equating to a 10.7% premium over Retelit’s closing price on May 28, 2021.

Transaction Valuation – Retelit

Asterion Industrial Partners’ offer of €2.85 per share, values Retelit’s total of 164.3 million shares at €468.2m. However, Asterion already owns 47.2 million shares, equivalent to 28.7% of Retelit. Therefore, Asterion is paying €333.6m for the remaining 117.0 million shares, equivalent to 71.3% of Retelit, that it does not already own.

As of March 31, 2021, Retelit’s net debt was €143.1m, meaning that Asterion is valuing the company at an enterprise value of €611.2m.

Key Valuation Metrics Paid by Asterion Industrial Partners

For 2021, Retelit forecasts a range for EBITDA of €58m to €64m, with €61m being the mid-point of the guidance. Therefore, this implies that Asterion is ascribing an EV/EBITDA valuation multiple for Retelit of 10.0x 2021 EBITDA.

Transaction Process – Retelit and Asterion

The acceptance period for Asterion’s offer will extend from a minimum of 15 to a maximum of 40 trading days. Following successful completion of the tender offer, Asterion Industrial Partners intends to delist Retelit from the Borsa Italiana.

Key Shareholders of Retelit

Besides Asterion Industrial Partners, through the Marbles entity, two key shareholders hold significant equity stakes in Retelit. Firstly, Libyan Post Telecommunications & Information Technology Company (LPTIC), a holding company backed by the government of Libya, owns a 14.4% interest in Retelit. Secondly, Michl Ebner (Michael Ebner), an Italian politician, holds an 8.3% interest in Retelit.

Funding Sources – Asterion Industrial Partners

Asterion Industrial Partners, through Asterion Industrial Infra Fund I, is already the largest shareholder of Retelit, through its 28.7% ownership stake via the Marbles entity. As part of the transaction, Asterion will also invest out of its second fund, Asterion Industrial Infra Fund II, which currently has €925m in equity commitments.

Limited Partner (LP) Co-Investors – Asterion Industrial Partners

Asterion Industrial Partners intends to bring certain of its limited partners (LPs) into the Retelit transaction, as co-investors. Specifically, these co-investors include Halifax Regional Municipality (AllianceBernstein), Hamilton Lane Infrastructure Fund, and the Municipal Employees’ Retirement System (MERS) of Michigan.

Additionally, Clearway Capital Advisor GmbH, a German investment company controlled by Dr. Gianluca Ferrari, may invest alongside Asterion in the Retelit takeover.

Transaction Advisors – Asterion Industrial Partners

Asterion Industrial Partners’ financial advisor was Mediobanca. Additionally, Asterion’s legal advisors were Cleary Gottlieb Steen & Hamilton and Paul, Weiss, Rifkind, Wharton & Garrison. Finally, Asterion’s tax advisor was Alvarez & Marsal.

Retelit – Overview

Retelit is an independent wholesale provider of fiber services with a portfolio of 9.9k route miles (16.0k route kilometers) of fiber throughout Italy.

Retelit Fiber Optic Network in Italy and Europe

Fiber Infrastructure

The company’s fiber network connects with 10 countries and 200 cities in Europe. Additionally, Retelit possesses 10 metro (or intra-city) network sections. Finally, the company is a member of the consortium behind the Asia-Africa-Europe 1 (AAE-1) subsea cable, which spans 15.5k miles (25.0k kilometers).

Network Connectivity

Retelit’s fiber network is the “glue” connecting together the digital infrastructure ecosystem in Italy. Specifically, the company’s network connects:

  • Data Centers: fiber to 19 facilities overall, including 18 data centers in Italy and 1 in Austria
  • On-Net Buildings: fiber connectivity to 12.8k sites overall
  • Towers: 1.4k sites connected with fiber-to-the-tower (FTTT)

Customers

Overall, the company targets two customer segments: i) enterprise & government and ii) wholesale.

Enterprise & Government

Retelit provides consulting, technology, and digital services to enterprises and the public sector.

Wholesale

Retelit procures fiber connectivity and capacity for carriers and over-the-top (OTT) media service providers.

Post-Acquisition Strategy – Retelit and Asterion

Through Retelit, Asterion will seek to capitalize on growing demand for wholesale and broadband access services in Italy and Europe. Furthermore, low penetration of fiber-to-the-home (FTTH) and the roll-out of 5G in Europe will create additional organic growth opportunities for Retelit. Additionally, Asterion notes that fiber-to-the-tower (FTTT) is an opportunity which Retelit could pursue more aggressively.

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