Context
Claranova is an international diversified group building global companies through controlling investment positions and active transformation work in technology sectors with significant growth potential. The group acquires, restructures, integrates and develops companies at a global scale through innovative business models, in key segments of the digital economy, including e-commerce, software and IoT.
From 2013 to 2021, Claranova grew from EUR 80m in revenues and a negative EBITDA of EUR 11m to EUR 450m in revenues with an EBITDA of EUR 34m. The Group has 700 employees serving more than 25 million customers across Europe and the US.
Avanquest, Claranova’s second-largest holding, is a B2C software division focusing on desktop productivity. Over the past 5 years, Claranova led a transformation of this business, taking it from breakeven with EUR 36m in revenues to EUR 11m EBITDA with c.EUR 90m in (mostly recurring) revenues in 2021.
Claranova Group owned 36% of Avanquest up to October 2021: acquiring 100% of the capital would enable it to fully capture its eEBITDA growth and to benefit from Avanquest’s new phase of development. Claranova had the opportunity to acquire the remaining share capital on attractive terms, but had a depreciated stock price and lacked international institutional investors with strong sector knowledge in its capital structure.
This transaction therefore aimed to finance the acquisition while minimizing the dilutive impact for shareholders, and onboarding leading institutional investors in its share capital. The deal was structured as a EUR 65m Private Investment in Public Equity (PIPE), combining straight equity (23%) and convertible bonds (67%).
Investors participating in the transaction are Heights Capital Management, the private equity arm of the USD 80+billion Susquehanna International Group and a leading US PIPE investor; and Ophir AM, an Australian mid-cap global asset manager with significant knowledge of the sector that was also cornerstone investor in the recent Desenio IPO.
About Claranova
Claranova is an international diversified group of companies operating in the key technology sectors. It is present in 15 countries and leverages the technology expertise of its 700+ employees across North America and Europe.
As a leader in personalized e-commerce with PlanetArt, Claranova also stands out for its technological expertise in software publishing with Avanquest, and in the IoT sector with myDevices. These three technology platforms share a common vision: empowering people through innovation by providing simple and intuitive digital solutions that facilitate everyday access to the very best of technology.
Representing 75% of group revenues, PlanetArt is the largest holding of the group and a leader in its sector. It has disrupted the mass-customization market using a freemium, mobile-native model. One of the fastest-growing companies in the sector, PlanetArt grew from EUR 56m to EUR 380m over the past 5 years, while maintaining significant profitability. As the largest and most mature division of the group, PlanetArt is now focusing on optimizing its operational performance, consolidating its market position to maximize shareholder value.
Deal Team
Should you want to know more about this transaction, you can contact one of the team members above
Bryan, Garnier & Co acts as Sole Advisor and Sole Global Coordinator on Claranova’s EUR 65 million PIPE
Acting as Sole Advisor and Sole Global Coordinator, Bryan, Garnier & Co led a EUR 65m PIPE for Claranova, combining convertible notes and straight equity.
Bryan, Garnier & Co helped the company to define a multi-pronged financing strategy that would position in to realize the acquisition opportunity while limiting the dilutive impact of an equity raise on the existing shareholder base, and strengthening Claranova’s international institutional share register.
EUR 15m was raised in equity at market price without discount from Ophir AM and Heights Capital Management. The balance of EUR 50m was raised through a convertible bond underwritten by Heights Capital Management, priced at a record 86% conversion premium and with a limited coupon of 4.5% p.a.
The transaction is the result of Bryan, Garnier & Co’s private and public capital markets transaction experience, equity-linked structuring and execution capacity, and deep industry knowledge leveraging more than 120 investment bankers and research analysts focused on the technology sectors in Europe.
This is Bryan, Garnier & Co’s 20th capital market transaction in 2021 YTD and the largest Euronext PIPE transaction in 2021.
Since 1997, Bryan, Garnier & Co has conducted more than 200 private placements for private and public European growth companies, to a value of more than EUR 5bn.
This transaction illustrates the firm’s unmatched ability to navigate seamlessly through the private and public market environments in a world where they increasingly overlap. It demonstrates its capacity to structure and execute the best solutions tailored for the needs of its clients, from straight equity to highly structured equity-linked or debentures. And it emphasizes Bryan, Garnier & Co’s geographical reach across growth investors’ asset classes on any European or US capital market.
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