MILAN, March 19 (Reuters) - Italy's government detailed
the conditions for clearing ION Group's 1.3 billion euro ($1.4
billion) acquisition of credit manager Prelios in an email sent
to the fintech group late last week, a person with knowledge of
the matter said.
Reuters was first to report the government's green light for
ION, which provides IT solutions for financial services and
operates globally through an intricate system of companies
controlled by Luxembourg-based holding firms.
ION has gained increased prominence in the home country of
its founder Andrea Pignataro, after investing some 6 billion
euros in Italy's financial sector in recent years.
ION's planned purchase of Milan-based Prelios from U.S.
fund Davidson Kempner needed government approval under Italian
rules allowing Rome to block foreign interest in assets deemed
of strategic national relevance.
After a preliminary green light, the approval process had
been held up, with banks unable to sign off on 630 million euros
of financing for the deal if the loan contracts were then to be
vetted by the government, because that created uncertainty over
the outcome of the transaction they were funding.
The government needs to have transparency on the conditions
under which ownership of Prelios could change and who its new
owners would be if the loan - which is secured against Prelios
shares - were not repaid.
Under the solution found, the Italian cabinet gave
conditional approval after examining the draft contracts for the
loans and for the merger of ION's acquisition vehicle X3G
Mergeco into Prelios, the source said.
ION must send over the contracts once they are signed
and, if they mirror the drafts the approval stands, the source
added.
Separately on Tuesday, a government document sent to
parliament and seen by Reuters showed that another ION vehicle,
Lavaredo UK Holding, will be merged into Prelios together with
X3G Mergeco.
As the acquisition vehicle employed in the leveraged buyout
transaction, X3G will formally take on the collateralised debt
used for the Prelios deal.
ION has also committed to preserving the organisational and
security measures Prelios currently has in place to protect
sensitive data, and to upgrade them as technology evolves.
The Prelios acquisition now needs approval from the Bank of
Italy, which has long been looking into ION's complex corporate
structure.
($1 = 0.9215 euros)