Backspin Progressio Invests in Spindox and the Law Firms Involved

BonelliErede, Gatti Pavesi Bianchi Ludovici and Russo De Rosa Associati advised Progressio/BackSpin; PedersoliGattai and Palmer – Studio Legale advised Spindox shareholders and the company; LMS advised Fondo Italiano di Investimento SGR; Gianni & Origoni advised BNP Paribas BNL Equity Investments; and Dentons advised the pool of financiers. Transaction description BackSpin, a corporate vehicle indirectly controlled by Progressio Investimenti IV, an alternative investment fund (FIA) managed by Progressio SGR, acquired a controlling interest equal to 74.12% of the share capital of Spindox. Following the acquisition, BackSpin promoted a mandatory total cash tender offer aimed at delisting Spindox from Euronext Growth Milan. After the tender offer, and following the suspension of Spindox shares from trading and the joint procedure, Borsa Italiana ordered the delisting of Spindox shares effective from the trading day of 29 January 2026. Spindox supports major Italian and international organisations in digital transformation and technological innovation, providing IT services and consulting and developing advanced solutions to optimise clients' processes, improve competitiveness and increase productivity. The sellers and managers Paolo Costa, Mauro Marengo and Massimo Pellei remain in managerial roles within the company and have reinvested a significant amount as part of the transaction. Alongside Progressio, the co-investors in the operation are Fondo Italiano di Investimento SGR, acting in the name and on behalf of Fondo Italiano Private Equity Co-Investimenti, and BNP Paribas BNL Equity Investments as minority co-investors. Part of the financing for the transaction was provided by a pool of lenders that includes Crédit Agricole Italia (as agent bank), BNL BNP Paribas, BNP Paribas Asset Management Europe and Muzinich & Co SGR. Legal teams and participants BonelliErede represented Progressio/BackSpin with a team composed by: partner Eliana Catalano (co-leader of the Focus Team Private Equity); partner Francesca Peruzzi (corporate M&A); associates Mario Ferrara, Luca Trabacca and Antonio Sciacca (acquisition and co-investment matters); associate Pietro Ramaglia and Leonardo Gastaldo (tender offer and delisting); partner Vittorio Pomarici, senior associate Alessia Varesi and Michele Fava (labour); partner Giovanni Battaglia (financing); and partner Sara Lembo, partner Massimo Merola and associates Marco Gugliotta and Tommaso Grassi (antitrust and golden power). Gatti Pavesi Bianchi Ludovici represented Progressio/BackSpin for corporate M&A matters with a team composed by: partner Marco Bitetto and senior associate Nicoletta Botta. Russo De Rosa Associati represented Progressio/BackSpin on tax matters and tax due diligence with a team composed by: equity partners Leo De Rosa and Federica Paiella, associate Pietro Perenzin, and Federico Allevi, Giulia Scaccabarozzi, Elia Longo, Lorenzo Vaghi, Ileana Musella and Lavdie Cela. PedersoliGattai represented certain Spindox shareholders, including the manager re-investors, and the company with a team composed by: partner Marcello Magro, junior partner Fabrizio Grasso and associates Riccardo Monge and Beatrice Vasario. Palmer – Studio Legale represented other Spindox shareholders with a team coordinated by partners Paola Parma and Marco Longo. LMS represented the co-investor Fondo Italiano di Investimento SGR (on behalf of Fondo Italiano Private Equity Co-Investimenti) with a team composed by: partners Annalisa Esposito and Fabio Niccoli. Gianni & Origoni represented the co-investor BNP Paribas BNL Equity Investments with a team composed by: partner Stefano Bucci (coordinator), counsel Aldo Turella and associates Federico Vasile and Carlo Duilio Cirilli. Dentons represented the pool of financiers with a team composed by: partner Alessandro Fosco Fagotto (head of Banking and Finance in Italy and Europe), associate Federico Palazzo and trainee Giulia Bellantoni (drafting and negotiating the financing documentation), and partner Antonella Brambilla together with counsel Silvia Pacchiarotti (equity capital markets aspects related to the financing and issuance of the cash confirmation letter).

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Backspin Progressio Invests in Spindox and the Law Firms Involved

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Backspin Progressio Invests in Spindox and the Law Firms Involved

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