26 July 2022

Oakley Capital Investments Limited 

Oakley Capital Investments Limited¹ ("OCI") is pleased to announce that Oakley Capital Fund III² ("Fund III") has agreed the strategic combination of Grupo Primavera, the leading business software provider in Iberia, with Cegid, a leading provider of cloud-based management solutions. As part of the transaction, Fund III will increase its stake in Grupo Primavera and roll over its equity into Cegid.

OCI's additional indirect contribution via Fund III is anticipated to be c.£28 million.

Note that the above figure only relates to OCI's share of Fund III's additional investment in Grupo Primavera.

Further details on the transaction can be found in the below announcement from Oakley Capital³.

Oakley Capital agrees strategic combination of Grupo Primavera with Cegid

Oakley Capital ("Oakley") is pleased to announce that Oakley Capital Fund III ("Fund III") has agreed the strategic combination of Grupo Primavera, the leading business software provider in Iberia, with Cegid, a leading provider of cloud-based management solutions. As part of the transaction, Fund III will increase its stake in Grupo Primavera and roll over its equity into Cegid. The all-share transaction values the combined company at approximately €6.8 billion.

Oakley acquired Ekon as a standalone platform in 2019, and assembled a group management team to lead an intensive buy and build strategy. With that team Oakley acquired 11 further companies, including the transformative acquisition of Primavera in 2021, to form the newly enlarged Grupo Primavera. Through acquisitions as well as investment in product innovation and talent, Grupo Primavera has performed well ahead of its business plan, becoming Iberia's largest software platform in just three years.

Today, Grupo Primavera has 800 employees based in five countries, serves 165,000 paying customers, and delivered €76 million of revenue in 2021. The company offers a wide range of cloud-based software solutions covering Invoicing, Accounting, and Enterprise Resource Planning (ERP). These offerings serve small businesses and mid-market segments across Spain, Portugal, and Africa, with a particularly strong footprint among accounting professionals. Together, Grupo Primavera and Cegid will have pro forma revenue in the Iberia region of more than €150 million this year.

Cegid is a global leading provider of cloud business management solutions for finance (treasury, tax, ERP), human resources (payroll, talent management), CPAs, retail and entrepreneurial sectors. With 350,000 clients, the business is focused on large and SMB customers, operating in 130 countries across the globe and its installed base is already close to fully migrated to Cloud. Cegid has a strong track record of double-digit organic growth with a high proportion of recurring revenues, underpinned by the SaaS transition of its customer base and new client acquisitions in the Cloud, and investments in next-generation cloud products.

The combination of Cegid and Grupo Primavera underscores Cegid's position as a leading provider of cloud-based management solutions. The addition of Grupo Primavera firmly establishes Cegid's leadership in Iberia and offers exciting expansion opportunities for Grupo Primavera by leveraging Cegid's presence in Latin America.

Upon close, Silver Lake will remain the majority shareholder of the combined company. Oakley Capital will join KKR and AltaOne as minority shareholders in the combined company. Together, these shareholders will partner with Cegid CEO Pascal Houillon, Grupo Primavera CEO Santiago Solanas, and the rest of the management team in Cegid's next phase of growth.

Cegid CEO Pascal Houillon said: "Joining forces with Grupo Primavera is an immense opportunity for both companies and our respective clients. Like Cegid, Grupo Primavera offers useful and innovative solutions to partners and customers in the cloud, and has achieved impressive growth specifically across Spain, Portugal, and Africa. We share an inspiring vision for the future driven by continuous product and technology innovation, and Cegid is fully committed to investing in the combined company's continued growth. We look forward to working closely with Santiago and the talented team at Grupo Primavera to bring value to a more global customer base." 

Grupo Primavera CEO Santiago Solanas said: "We are strongly aligned with Cegid's vision and ambition  and have long admired the company. Like Cegid, we have an entrepreneurial and passionate culture with a focus on product excellence, a commitment to customers, and an exciting vision for growth. This is a powerful partnership that will allow us to combine resources and expertise, bringing customers new products and continued innovation, as well as building on our proven track record to expand and integrate new talent and approaches to market needs. Both Cegid and Grupo Primavera share a mission to grow our ecosystem and to offer our combined customers, channel partners, colleagues, and communities renewed value."

Christian Lucas, Co-head of Silver Lake EMEA and Vice-Chairman of the Board of Directors of Cegid, said: "Through our investment and strategic development executed since 2016, Cegid has become a pan European and global player with strong positions in multiple geographies including France, Spain, and Portugal, with important market presence in 12 other countries and selling in more than 130 countries. We are excited about the growth prospects of the combined group and by the creation of the Iberian market leader in the business software space, reinforcing Cegid's existing position on a broader global scale. The market for digitisation solutions in the European mid-market, namely through financial management software, is large and growing meaningfully, and the combined company will be uniquely positioned to capitalize on this opportunity as it continues to expand."

Oakley Capital Managing Partner Peter Dubens, said "In partnership with Oakley, Grupo Primavera has grown to become a leading player in the Iberian market for business software. Now under the stewardship of both highly experienced management teams and committed shareholders, Cegid and Grupo Primavera are poised to accelerate a global growth strategy with a focus on market expansion and cross sell opportunities. We look forward to being a part of this new chapter for both companies and the significant potential that lies ahead."

Upon closing of the transaction, Mr. Solanas and his entire management team will join Cegid, with Mr. Solanas reporting directly to Mr. Houillon.

The transaction is expected to close in Q3 2022, and as is customary, remains subject to the information and consultation processes of the relevant employee representative bodies in accordance with applicable laws.

- ends -

For further information please contact:

Oakley Capital Limited

+44 20 7766 6900

Steven Tredget

Greenbrook Communications Limited

+44 20 7952 2000

Rob White / Michael Russell

Liberum Capital Limited (Financial Adviser & Broker)

+44 20 3100 2000

Chris Clarke / Darren Vickers / Owen Matthews

Notes:

LEI Number: 213800KW6MZUK12CQ815

¹ About Oakley Capital Investments Limited ("OCI")

OCI is a Specialist Fund Segment ("SFS") traded investment vehicle that aims to provide shareholders with consistent long-term capital growth in excess of the FTSE All-Share Index by providing liquid access to private equity returns through investment in the Oakley Funds.

A video introduction to OCI is available at https://oakleycapitalinvestments.com/videos/

The contents of the OCI website are not incorporated into, and do not form part of, this announcement.

² The Oakley Funds

Oakley Capital Private Equity L.P. and its successor funds, Oakley Capital Private Equity II, Oakley Capital Private Equity III, Oakley Capital IV, Oakley Capital V and Oakley Capital Origin Fund are unlisted lower-mid to mid-market private equity funds that aim to provide investors with significant long-term capital appreciation. The investment strategy of the Funds is to focus on buy-out opportunities in industries with the potential for growth, consolidation and performance improvement.

³ Oakley Capital, the Investment Adviser

Founded in 2002, Oakley Capital Limited has demonstrated the repeated ability to source attractive growth assets at attractive prices. To do this it relies on its sector and regional expertise, its ability to tackle transaction complexity and its deal generating entrepreneur network.

Important information

Specialist Fund Segment securities are not admitted to the Official List of the Financial Conduct Authority. Therefore, the Company has not been required to satisfy the eligibility criteria for admission to listing on the Official List and is not required to comply with the Financial Conduct Authority's Listing Rules.

The Specialist Fund Segment is intended for institutional, professional, professionally advised and knowledgeable investors who understand, or who have been advised of, the potential risk from investing in companies admitted to the Specialist Fund Segment.

This announcement may include "forward-looking statements". These forward-looking statements are statements regarding the Company's objectives, intentions, beliefs or current expectations with respect to, amongst other things, the Company's financial position, business strategy, results of operations, liquidity, prospects and growth. Forward-looking statements are subject to risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.  Accordingly the Company's actual future financial results, operational performance and achievements may differ materially from those expressed in, or implied by, the statements. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements, which speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the Company's expectations with regard to them or any change in events, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Listing Rules or Prospectus Regulation Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.