Italgas has agreed to acquire rival Italian gas distribution operator 2i Rete Gas from F2i SGR and Finavias in a deal worth €5.3bn, including debt.
F2i SGR is an Italian infrastructure fund manager, which has a stake of 63.9% in 2i Rete Gas. Finavias, which is a corporate vehicle owned by APG Asset Management and Ardian, holds the remaining stake of 36.1% in the gas distributor.
The consideration is €2.06bn, while the net financial debt and other net liabilities of 2i Rete Gas as of the end of 2023 amount to €3.24bn.
The share purchase agreement (SPA) signed by the parties follows the positive result of their negotiations which were revealed to the market in May 2024.
F2i SGR CEO Renato Ravanelli said: “The sale of 2i Rete Gas marks the conclusion of an important journey in which F2i has played a leading role. 2i Rete Gas is now established as a major national operator that is both efficient in scale and technological expertise and has transformed the ownership structure of a historically fragmented sector.”
Serving 4.9 million customers, 2i Rete Gas is considered to be the second-largest gas distribution operator in Italy. The company has presence in more than 2,200 municipalities, covering almost the entire country through a 72,000km gas distribution network.
Last year, 2i Rete Gas’ adjusted revenues were €815m, while its adjusted net profit stood at €181.3m. Its investments in 2023 were €372.2m.
On the other hand, Italgas also distributes gas in Greece. It has a gas distribution network of 82,034km across Italy and Greece, covering 2,050 municipalities.
Italgas CEO Paolo Gallo said: “The acquisition of 2i Rete Gas allows us to become the leading operator in Europe in the gas distribution sector, after being recognised as a global benchmark in terms of innovation and digitalisation.
“As the leading operator in Italy and Greece, Italgas — through this transaction — reinforces its commitment to achieving decarbonisation goals, with resilient infrastructure and sustainable energy costs.
“Extending our digital applications across the entire network and adopting advanced technologies such as artificial intelligence will enable us to monitor and manage our infrastructure in real-time, improving operational efficiency while increasing safety and reliability.”
Italgas plans to cover its financial requirements through a bridge financing which will be underwritten initially by J.P. Morgan. The financing will be syndicated to a pool of banks such as Banco BPM, Citi, BofA Securities, J.P. Morgan, Société Générale, and Morgan Stanley.
J.P. Morgan is also the financial adviser for Italgas regarding the acquisition.
Italgas has engaged Legance – Avvocati Associati as its legal adviser, while Foglia & Partners is handling the tax matters.
Subject to the receipt of the mandated regulatory approvals, the deal is anticipated to close within H1 2025.
