Funds advised by Apax Partners to invest in Ingegneria Informatica

8th February 2016

The funds NB Renaissance and Apax VIII have entered into an agreement to acquire an interest equal to approximately 37.1% in Engineering Ingegneria Informatica S.p.A. (“Engineering” or the “Issuer”), for a price of Euro 66.00 per share; the founder and Chairman Michele Cinaglia will invest alongside the funds, retaining a stake of 12.2% of the Issuer’s share capital, in the event of full acceptance of the tender offer.

• The funds NB Renaissance and Apax VIII have entered into an agreement to acquire an interest equal to approximately 37.1% in Engineering Ingegneria Informatica S.p.A. (“Engineering” or the “Issuer”), for a price of Euro 66.00 per share; the founder and Chairman Michele Cinaglia will invest alongside the funds, retaining a stake of 12.2% of the Issuer’s share capital, in the event of full acceptance of the tender offer;

• NB Renaissance is a fund formed through a partnership between Neuberger Berman and Intesa Sanpaolo. Apax VIII is a fund advised by Apax Partners LLP;

• Core to the agreement is the continuity of the current management team, led by the founder and Chairman Michele Cinaglia and by the Chief Executive Officer Paolo Pandozy, and their clear objective of maintaining Engineering’s position as the leading IT services provider in Italy and expanding abroad;

• The above purchase, if successfully completed, will give rise to a mandatory tender offer at the price of Euro 66.00 per share, which represents a premium of 18.1% compared to the average market price of the last six months;

• Bestinver, which currently holds a stake of approximately 8.5% in Engineering, has entered into an agreement to tender in the mandatory offer, upon satisfaction of certain conditions.

Michele Cinaglia, Chairman and shareholder of Engineering said: “Today we announce a transaction which is the result of a long work aimed at guaranteeing an adequate structure for the continued development of our Group in Italy and abroad. Upon completion of the transaction we will benefit from a strengthened shareholding and the retention of the current managerial structure which together will ensure continuity of Engineering’s current strategy.”

Fabio Cané and Stefano Bontempelli of NB Renaissance Partners said: “The investment in Engineering is particularly significant for NB Renaissance. Indeed, it represents the natural continuation of Intesa Sanpaolo’s activity in Private Equity, from which we came, for the spirit of partnership with the entrepreneur. We are honoured and feel a great sense of responsibility that the Chairman Michele Cinaglia and the management team – the CEO Paolo Pandozy and the CFO Armando Iorio - selected NB Renaissance as an investor and partner to contribute to the continued growth of the company.”

Giancarlo Aliberti and Gabriele Cipparrone of Apax Partners said: “The Apax Funds have a strong investment track record in IT. We are impressed by the leading position of Engineering in the Italian IT services market. We look forward to working with the management team to support Engineering's domestic leadership position and international expansion plans, both organically and through acquisitions, leveraging its operational skills and innovative solutions.”

List of advisors:

Financial advisor: Banca IMI S.p.A.

Legal advisors:

- to the Industrial Shareholders and the Top Managers: Accinni Cartolano e Associati

- to NB: Gatti Pavesi Bianchi – Studio Legale Associato

- to Apax: Clifford Chance – Studio Legale Associato

Tax advisors:

- to the Industrial Shareholders and the Top Managers: Legalitax – Studio Legale e Tributario

- to NB and Apax: Gianni Origoni Grippo, Cappelli & Partners and PricewaterhouseCoopers

Industrial Advisor: Bain & Company

Contacts

For the NB and Apax funds:

Image Building

Giuliana Paoletti, Simona Raffaelli, Arturo Salerni

Tel. 02 89011300

nb@imagebuilding.it

About NB Renaissance Partners

NB Renaissance Partners is a fund formed in 2015 from the strategic partnership in private equity between Neuberger Berman and Intesa Sanpaolo. NB Renaissance Partners currently manages a €620m fund with an investment strategy based on partnering with entrepreneurs and managers to sustain the growth and internationalization of leading Italian companies. NB Renaissance Partners currently manages investments in 15 companies, including AlfaSigma, Atos, Camfin/Pirelli, Esaote, Guala Closures, Ilpea Industrie, Lima Corporate, Mecaer Aviation Group, Novamont, Pianoforte Holding, Rina, Savio, Sigma Tau, Stroili, and Termomeccanica. For more information, please visit our website at www.nb.com.

About Neuberger Berman

Neuberger Berman, founded in 1939, is a private, independent, employee-owned investment manager. The firm manages equities, fixed income, private equity and hedge fund portfolios for institutions and advisors worldwide. With offices in 19 countries, Neuberger Berman’s team is more than 2,100 professionals and the company was named by Pensions & Investments as a 2013, 2014, and 2015 Best Place to Work in Money Management. Tenured, stable and long-term in focus, the firm fosters an investment culture of fundamental research and independent thinking. It manages $240 billion in client assets as of December 31, 2015. For more information, please visit www.nb.com.

About Apax Partners LLP

Apax Partners LLP is a leading global private equity advisory firm. Over its more than 30 year history, Apax Partners has raised and advised funds with aggregate commitments of $38 billion*. Funds advised by Apax Partners invest in companies across four global sectors of Tech and Telco, Services, Healthcare and Consumer. These funds provide long-term equity financing to build and strengthen world-class companies. For further information about Apax Partners, please visit www.apax.com.

Apax Partners LLP is authorised and regulated by the FCA in the UK and is subject to the FCA's rules and guidance. Apax Partners’ registered office is 33 Jermyn Street, London, SW1Y 6DN, UK.

* Funds raised since 1981, commitments converted from fund currency to USD at FX rates as at September 2015.

Contacts

Apax Partners LLP:

Europe, Asia, Australia and Africa Media Enquiries

Alex Wessendorff

Communications Manager

Apax Partners

Telephone: +44 20 7872 6461

Email: Alex.Wessendorff@apax.com

The Americas Media Enquiries

Todd Fogarty

Kekst and Company

Telephone: +1 (212) 521-4854

Email: todd-fogarty@kekst.com