Andrea Clamer, former head of Npl Area at Banca Ifis (see here a previous post by BeBeez), will join former Intesa Sanpaolo and Poste Italiane’s ceo and former Minister of the economic development Corrado Passera in its new Spac (Special purpose acquisition company) named Spaxs spa which is targeting 400-500 million euros in a fundraising aimed at investing in a non performing loans managing platform and/or a small bank in order to enter the Italian Npl market and and financing Italian SMEs (see here the press release).
Placement to investors will start today and will end on January 26th and in the next few months other promoters will join Mr. Passera and Mr. Clamer in Spaxs. A few weeks ago Mr. passera founded Metis srl with the same corporate aim of Spaxs, so it is reasonable to imagine that Metis will be the veichle the promoters will use to unify their stakes in Spaxs (see here a previous post by BeBeez).
Today Mr. Passera owns a 90% stake in Metis, while Massimo Brambilla and Luca Arnaboldi own a 5% each. The latter is senior partner of Carnelutti law firm, while Mr, Brambilla is managing director at Fredericks Michael & Co. advisory company and is an m&a expert with a past in Abaxbank and Euromobiliare Corporate Finance.
Spaxs is the first Spac in Italy with a specific focus on the financial sector. Spaxs’ promoters aim at managing the target company with a hands on approach and will invest in Spaxs for as much as 3% of the capital raised. Moreover, when the business combination will be announced they will convert just a 20% of their special shares in ordinary shares (one special share for 6 ordinary shares) of the target company, while the remaining special shares will be converted when the new entity will reach a 15 euro price at the Italian Stock Exchange (one special share for 8 ordinary shares).
Just after the business combination and the exercise of the warrants attached to each Spaxs ordinary share, the promoters will own about 15-16% of the new entity capital with a 12 months’ lock up period.
Investors will receive 5 warrants each 10 ordinary shares: one warrant will be assigned on Spaxs’ ipo date while the other 4 warrants will be assigned at the business combination date.
Banca Imi and Credit Suisse are the joint global coordinators and, together with Equita sim, are also the joint bookrunners; Banca Imi is also Nomad and Specialist. Spaxs and its promoters are advised by The Boston Consulting Group and by Gatti Pavesi Bianchi law firm while the joint global coordinators are supported by Latham & Watkins law firm.