The Italian system integration and software development market is becoming increasingly attractive to investors and industrial players.
On one side sit global players operating at scale; on the other, a broad ecosystem of solid, often highly specialised entrepreneurial businesses, typically limited in size. In this context, the opportunity to build platforms capable of consolidating capabilities and scaling through acquisitions is becoming increasingly clear.
It is within this landscape that FOS’ journey sits.
A rare asset in a fragmented market
Within the local market landscape, FOS stands out as a distinctive asset.
Despite its mid-market size, the business represents one of the few platforms with sufficient scale to support a buy-and-build strategy and is reinforced by a proven M&A track record as well as long-standing relationships with top-tier clients.
An additional differentiating factor lies in its research and development capabilities, which set it further apart, keeping it close to market developments and turning them into innovative solutions aligned with evolving demand.
A business built for growth
Founded as an entrepreneurial business, FOS has built a strong position within the Italian market over time, developing long-standing relationships with leading clients and reaching approximately €20–25m in revenue.
Its listing on Euronext Growth Milan in 2019 marked an important step in that journey. It enhanced the company’s credibility in the market, strengthened internal processes, and supported growth, including through M&A activity.
Over time, however, the context evolved. The benefits of being listed began to diminish relative to the associated costs and constraints, while the business entered a phase where a different strategic setup was needed to support its next stage of development.
Bringing structure to a complex decision
Over the years, FOS had received multiple expressions of interest from both industrial players and financial investors, but had no structured process in place to assess these opportunities clearly and comparably.
We were brought in to bring structure to the process and support shareholders in defining the most appropriate strategic direction.
Our work developed along two parallel tracks: establishing a structured and disciplined process, and providing guidance to help clarify the implications, advantages and trade-offs of the different options, ultimately supporting alignment across stakeholders.
A rare asset in a fragmented market
Within the local market landscape, FOS stands out as a distinctive asset.
Despite its mid-market size, the business represents one of the few platforms with sufficient scale to support a buy-and-build strategy and is reinforced by a proven M&A track record as well as long-standing relationships with top-tier clients.
An additional differentiating factor lies in its research and development capabilities, which set it further apart, keeping it close to market developments and turning them into innovative solutions aligned with evolving demand.
We were brought in to bring structure to the process and support shareholders in defining the most appropriate strategic direction.
Structuring a compliant transaction that worked for everyone
The transaction involved the sale of a controlling stake held by the reference shareholders and founders, triggering a mandatory tender offer on the free float and the subsequent delisting of the company.
The key challenge was to balance different stakeholder interests: the reference shareholders, the market, and the company itself.
The transaction was structured to achieve this balance. On the one hand, all shareholders benefited from a significant premium; on the other, the reinvestment by part of the founders ensured continued alignment with the company’s future growth.
Positioned for the next phase
Following the transaction, FOS is now part of an international group, significantly strengthening its market positioning.
The business is well placed to grow, both through acquisitions and by accessing larger, more complex commercial opportunities, backed by the scale and standing of a broader group.
For the shareholders, the transaction delivers a balanced outcome: value realisation paired with continued participation in the company’s future development.
The right partner to accelerate growth
The selected partner proved to be closely aligned with FOS’s development trajectory.
Audensiel is an international group, minority-backed by private equity funds Sagard and Capza, with a clear acquisition-led growth strategy and a strong ambition to build a structured presence in Italy. FOS gave them the ideal platform to scale that ambition.
The entrepreneurial alignment between the parties, with Audensiel’s founder retaining a majority stake, was a key factor, enabling direct dialogue and facilitating a smoother negotiation process.
Execution driven by discipline and relationships
The success of the transaction was driven by a structured and carefully managed process, supported by extensive experience in transactions of this nature, particularly those involving listed companies.
Early alignment on key transaction terms enabled efficient progression through the subsequent phases. FOS's listed status meant we could keep due diligence streamlined and light-touch, while negotiations evolved constructively and pragmatically.
Direct interactions between the entrepreneurs also played an important role in strengthening relationships and helped navigate the more complex aspects of the process, all delivered under tight timelines that required continuous coordination and strong execution discipline from our side.
Positioned for the next phase
Following the transaction, FOS is now part of an international group, significantly strengthening its market positioning.
The business is well placed to grow, both through acquisitions and by accessing larger, more complex commercial opportunities, backed by the scale and standing of a broader group.
For the shareholders, the transaction delivers a balanced outcome: value realisation paired with continued participation in the company’s future development.
Ready to talk?
If you’re considering a strategic acquisition, international expansion, or a partnership that takes your business into its next chapter, our team would be delighted to talk.
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