After the Golden Power, the government is reportedly working on the nationalization of Defence Holding (formerly Defence Tech).
The merger and delisting operation for Tinexta – a group active in digital trust, cybersecurity, and business innovation led by Pier Andrea Chevallard (in the photo) – by the Advent International-Nextalia tandem is indeed progressing, but with a significant condition imposed last December by the Italian government through the exercise of the golden power: defense-related activities must be separated from the group and directed towards a controlled sale.
Through its subsidiaries, Tinexta operates in three business areas: Digital Trust, Credit Information & Management, Innovation & Marketing Services. Among these are InfoCert, the digital certification company best known for its role in Spid (the public system for managing digital identity), Tinexta Visura, the leading company in providing telematic services aimed at the Italian professional world, and Tinexta Defence. The latter is considered strategic for national security and active in managing IT systems and sensitive databases related to intelligence, defense, and public administration.
The goal of Palazzo Chigi, according to the reconstruction by the newspaper La Stampa, is to create a national cybersecurity hub and shield the company from speculative operations and possible foreign acquisitions.
All the details.
A COMPANY CONSIDERED STRATEGIC FOR THE COUNTRY’S SECURITY
Defence Tech, known as Tinexta Defence until April 15, is a group listed on Euronext Growth Milan and active in the cybersecurity and data intelligence sector.
As the Turin newspaper recalls, it is defined in a decree by the Presidency of the Council of Ministers as a “strategic” entity for defense and national security. “An ‘Italian technological jewel,’ say industry experts, managing data platforms of secret services, crypto systems, space programs, and defense. Not only that,” details La Stampa, adding that it is also the national evaluation center for all classified Ceva programs, such as communication and intelligence systems. 87% of the activity is sensitive and confidential. It goes without saying that owning Defence Tech means handling the country’s secrets.”
THE TAKEOVER BY THE NEXTALIA-ADVENT TANDEM
The company came under the spotlight last August when Tecno Holding, a company participated by Chambers of Commerce and majority shareholder of Tinexta, signed binding agreements with TopCo – a company indirectly controlled by investment funds managed by Advent and Nextalia – for the sale of a 38.74% stake in Tinexta at a unit price of 15 euros per share and the promotion of a tender offer aimed at delisting.
Under this agreement, the two funds were required to launch a mandatory tender offer on the remaining capital at the same price.
THE GOVERNMENT’S INTERVENTION AND THE RESTRICTION ON STRATEGIC ASSETS
When granting approval for the operation on December 22, the Presidency of the Council exercised the golden power by imposing a specific condition: the stake held by Tinexta in Tinexta Defence Holding had to be spun off from the group and segregated in a trust, in view of a subsequent sale to a party approved by the Treasury, as Mf reported.
TRUST ESTABLISHED FOR THE SALE OF THE STAKE IN TINEXTA DEFENCE HOLDING
As announced at the beginning of January by the company led by Chevallard, Tinexta implemented the government’s requirements by establishing the trust into which the subsidiary Tinexta Defence Holding will flow in view of a forthcoming sale of the asset that will not be included in the Advent-Nextalia operation.
According to the communication, Tinexta – whose reference stake (38.7%) has passed to the Advent and Nextalia funds which will promote a tender offer on the cybersecurity group – established the trust, named ‘T-Defence’, to which it transferred its 85.5% stake held in Tinexta Defence Holding. The activities of Tinexta Defence Holding, formerly known as Defence Tech Holding, were delisted from Piazza Affari in November 2024 following Tinexta’s tender offer which valued them at about 100 million euros.
At the same time, Palazzo Chigi appointed a supervisory figure tasked with guiding the process towards a future acquisition by Italian institutional entities, La Stampa explained yesterday.
According to the newspaper, the currently studied path would involve the nationalization of the company and the creation of a national cybersecurity hub.
TENDER OFFER ON TINEXTA AND DELISTING
Meanwhile, on April 9, the process began for the merger by incorporation functional to the delisting of Tinexta from Piazza Affari. The board announced yesterday that it has started preparatory activities for the merger by incorporation of the company into Zinc Bidco, aimed at delisting, after the mandatory total tender offer promoted by the consortium composed of Advent, Nextalia, and Tecno Holding did not reach the target (the 90% capital threshold). Tinexta’s board then approved the joint application for the appointment of the independent expert called to draft the report on the fairness of the merger exchange ratio, granting the relevant powers to proceed with the filing of the said application at the Milan Court and resolved to appoint the board’s financial advisor for determining the merger exchange ratio and issuing the related fairness opinion.
WHAT WILL HAPPEN TO DEFENCE TECH?
Finally, it remains to be seen what the future holds for Defence Tech which, as La Stampa emphasized, continues to attract interest from investors and funds even after the protective measures adopted in recent years.
The government’s project under study aims to consolidate this protection through the direct entry of the State into the capital and the creation of a national cybersecurity hub.
