Decision CPC 69_2022

ΚΥΠΡΙΑΚΗ ΔΗΜΟΚΡΑΤΙΑ Decision CPC: 69/2022 Case Number: 08.05.001.022.055 THE CONTROL OF CONCENTRATIONS BETWEEN ENTERPRISES LAW No. 83(Ι)/2014 Notification of concentration concerning the acquisition of share capital of I.P.G. S.r.l, from H.I.G. Capital, LLC via Tribus Holding 14 S.a.r.l. Commission for the Protection of Competition: Mrs. Loukia Christodoulou Chairperson Mr. Andreas Karidis, Member Mr. Panayiotis Oustas, Member Mr. Aristos Aristidou Palouzas, Member Mr. Polinikis Panayiotis Charalambides Member Date of decision: 8 November 2022 SUMMARY OF DECISION On the 10th of October 2022 the Commission for the Protection of Competition (hereinafter the “Commission”) received on behalf of H.I.G. Capital, LLC a notification of a proposed concentration. The notification was filed according to Section 10 of the Control of Concentrations between Enterprises Law 83(I)/14 (hereinafter the “Law”). The notification concerns a concentration, according to which H.I.G. Capital, LLC (hereinafter the “H.I.G. Capital”), intends to acquire the share capital of I.P.G. S.r.l. (hereinafter the “I.P.G.” or ‘’Target’’), via Tribus Holding 14 S.a.r.l. (hereinafter the “Tribus” or ‘’Direct Buyer’’). Companies participating at this merger are the following: 1

1. H.I.G. Capital LLC is a private corporation duly registered under the laws of the United States of America. H.I.G. Capital is a leading global private equity and alternative asset investment firm specializing in providing both debt and equity capital to small and medium-sized companies.
2. Tribus Holding 14 S.a.r.l. is a company duly registered under the laws of Luxembourg which has been incorporated solely for the purposes of this deed and has no other activities. Tribus is currently solely owned by H.I.G. Capital, through H.I.G. Europe as administrator.
3. I.P.G. S.r.l. is the parent company (holding company) of a group of companies known as Onis Visa. The main operating company of the Group is VISA S.p.A. and the group's brands include Visa, Nettuno, Meteor, Valmec, Tecnoplus, Genmac and Cogem. Onis Visa manufactures and distributes power generation units for various applications (e.g. industrial, telecommunications, hospitals, construction, irrigation, food retail, data centers, banking, as well as for the oil and gas sectors) and pumping systems (pumping systems) mainly for irrigation. The notification regarding this concertation shall take place on the basis of (i) Sale and Purchase Agreement (from now on SPA), dated 11 October 2022, between Marco Barro and Lorenzo Barro, as the Sellers and Tribus as the Buyer and (ii) the Shareholder’s Agreement (from now on SHA), between Tribus and B&B S.r.l., which determines the relations between the Parties after the completion of the proposed merger. Based on SPA, the Direct Purchaser will acquire the share capital of I.P.G. According to the details of the notification, Tribus, will acquire 100% of the shares of I.P.G., which will be exclusively (indirectly) controlled by H.I.G. Europe, an investment fund managed by H.I.G. Capital. The Commission, considering the facts of the concentration, has concluded that this transaction constitutes a concentration within the meaning of section 6