Bain Capital acquires Namirial in $1.2bn deal

BY Fraser Tennant

In a deal aimed at consolidating its leadership in the digital transaction management software sector, global private investment firm Bain Capital is to acquire Italian software developer Namirial from European asset manager Ambienta for $1.2bn.

The financial terms of the transaction have not been disclosed.

Founded in 2000 in Italy, Namirial is operating today in over 85 countries, employing approximately 1000 people. Together with its international network of over 1000 strategic partners, Namirial serves thousands of customers worldwide, processing several million transactions every day.

The company has successfully expanded its product offerings and market presence through both organic growth and strategic acquisitions, with a strong core market presence in Italy and growing international reach across Europe.

“Ambienta has been an invaluable partner in driving our growth and innovation,” said Max Pellegrini, chief executive of Namirial. “Now we are thrilled to welcome Bain Capital as a strategic partner as we embark on the next phase of our journey.

Founded in 1984, Bain Capital is one of the world’s leading private investment firms. Its global platform invests across five focus areas: private equity, growth & venture, capital solutions, credit & capital markets, and real assets.

“With Bain Capital's support and expertise, we are poised to elevate our business to new and exciting heights, driving innovation, and setting industry standards,” continued Mr Pellegrini. “Together, we are well-equipped to unlock our full business potential and shape the future of our industry.”

The partnership between Namirial and Bain Capital aims to capitalise on regulatory tailwinds and growing demand for secure and compliant digital transactions in an increasingly digital world.

“This investment further builds on our successful technology and Italian franchises,” said Giovanni Camera, a partner at Bain Capital. “Namirial stands out with its impressive track record of sustained growth and relentless innovation in the digital transaction management space.”

The transaction is expected to close in the second quarter of 2025, subject to customary closing conditions and regulatory approvals.

Enrico Giacomelli, founder of Namirial, concluded: “We are very excited about what the future holds for us and believe that Bain Capital is the ideal partner to support us in our next stage of growth and to create the global industry champion.”

News: Bain Capital to acquire Namirial

James Hardie and AZEK combine in $8.75bn deal

BY Fraser Tennant

In a deal combining world-class talent with shared cultures, fibre-cement maker James Hardie Industries is to acquire US artificial decking maker AZEK in a transaction valued at $8.75bn.

Under the terms of the definitive agreement, AZEK shareholders will receive $26.45 in cash and 1.0340 ordinary shares of James Hardie to be listed on the New York Stock Exchange for each share of AZEK common stock they own.

Upon completion of the transaction, James Hardie and AZEK shareholders are expected to own approximately 74 percent and 26 percent, respectively, of the combined company.

The combination of James Hardie and AZEK will create a leading exterior and outdoor living building products growth platform with efficient scale and profitability supported by leading brands driving material conversion.

By bringing together highly complementary products that span siding, exterior trim, decking, railing and pergolas, the combined company will offer a comprehensive and innovative material replacement solution to homeowners, customers and contractors.

“This combination with AZEK is an extraordinary opportunity to accelerate our growth strategy, deliver enhanced and differentiated solutions to our customers and drive shareholder value,” said Aaron Erter, chief executive of James Hardie. “We are uniting two highly complementary companies with large material conversion opportunities and shared cultures centred around providing winning solutions to our customers and contractors.”

The boards of directors of both James Hardie and AZEK have each unanimously approved the transaction.

“Over AZEK’s more than 40-year history, we have made strategic investments in innovation, capabilities and talent, driving sustained above-market growth with our industry-leading brands and delivering an attractive margin profile with significant opportunities for expansion ahead,” said Jesse Singh, chief executive of AZEK. “Building upon our proven track record of success, this deal marks an exciting start to the next phase of AZEK’s journey to further accelerate growth and material conversion.”

The transaction is currently anticipated to close in the second half of 2025 subject to customary closing conditions, regulatory approvals and AZEK shareholder approval.

Mr Singh concluded: “We are bringing together two customer-centric organisations with a shared commitment to innovation and building a better, more sustainable and resilient future, and we are excited about the opportunities ahead.”

News: James Hardie offers $8.8 billion for US building products maker AZEK

Genetic testing firm 23andMe files for Chapter 11 bankruptcy

BY Richard Summerfield

DNA testing firm 23andMe has filed for Chapter 11 to help sell itself. Anne Wojcicki, 23andMe’s co-founder who has been attempting to take the company private, has stepped down from her role with the intent to become an outside bidder for the asset sale.

23andMe filed for bankruptcy protection in the US Bankruptcy Court for the Eastern District of Missouri to “facilitate a sale process to maximise the value of its business”. The company plans to sell its assets through a Chapter 11 plan which, if approved by the court, will see 23andMe “actively solicit qualified bids” over a 45-day process.

The company has between $100m and $500m in estimated assets, as well as between $100m and $500m in estimated liabilities, according to the bankruptcy filing. To support the business in the months ahead, private equity (PE) firm JMB Capital Partners has committed up to $35m of debtor-in-possession financing.

Ms Wojcicki will remain a member of the board. Joseph Selsavage, 23andMe’s chief financial and accounting officer, will serve as interim chief executive, according to a filing with the US Securities and Exchange Commission.

“After a thorough evaluation of strategic alternatives, we have determined that a court-supervised sale process is the best path forward to maximize the value of the business,” said Mark Jensen, chair and member of the special committee of the board. “We expect the court-supervised process will advance our efforts to address the operational and financial challenges we face, including further cost reductions and the resolution of legal and leasehold liabilities. We believe in the value of our people and our assets and hope that this process allows our mission of helping people access, understand and benefit from the human genome to live on for the benefit of customers and patients.

“We want to thank our employees for their dedication to 23andMe’s mission. We are committed to supporting them as we move through the process. In addition, we are committed to continuing to safeguard customer data and being transparent about the management of user data going forward, and data privacy will be an important consideration in any potential transaction,” he added.

23andMe has endured a difficult few years both financially and reputationally. The company was subject to an enormous data breach in 2023 that affected the data of nearly 7 million people, about half of its customers. Since that breach, revenues have fallen as many of its customers scrambled to delete their DNA data from the company’s archives. Amid falling share prices and a dwindling customer base, the company reduced its workforce by around 200 people – roughly 40 percent of its staff – and stopped development of all its therapies in November. The company also agreed to pay $30m and undergo three years of security monitoring to settle a lawsuit accusing it of failing to protect the privacy of those customers whose personal information was exposed in the data breach.

Since April 2024 Ms Wojcicki had pushed to buy out 23andMe, but her efforts were rebuffed by the board. Most recently, Ms Wojcicki and her PE partner New Mountain offered to acquire all of 23andMe’s outstanding shares for $2.53 per share, or an equity value of approximately $74.7m in February 2025, however that offer was rejected. Earlier this month she offered $0.41 per share, an 84 percent cut from an offer the previous month since her PE partner in that bid had walked following the board’s rejection.

News: DNA testing firm 23andMe files for bankruptcy as demand dries up

Alphabet strikes $32bn Wiz deal

BY Richard Summerfield

On Tuesday, Google LLC announced it had signed a definitive agreement to acquire Wiz, Inc., a leading cloud security platform for $32bn, in an all-cash transaction. The deal will be the company’s biggest-ever acquisition.

Alphabet, Google’s parent company, has been eyeing Wiz for a while. In 2024, it was in discussions to acquire Wiz for $23bn. However, Wiz decided to withdraw from the deal due to worries about federal regulatory resistance and its intentions to pursue an initial public offering. The companies are seemingly less concerned about potential regulatory hurdles under the Trump administration and its more merger-friendly outlook. The administration’s attitude toward Big Tech may, however, be a cause for concern. Andrew Ferguson, the new Federal Trade Commission chairman, has been outspoken about his resolve to keep Big Tech under control.

In light of these concerns, according to the Financial Times, Alphabet, has agreed to a reverse termination fee of $3.2bn, which is rumoured to be among the highest ever agreed. If the deal wins regulatory approval and meets several conditions spelled out in the agreement, Google and Wiz expect the deal to close in 2026. Upon completion, Wiz will join Google Cloud.

Wiz was founded in 2020 and has rapidly become one of the fastest-growing software companies in the world. Its leadership team has a history of success in cloud start-ups: Wiz co-founder and chief executive Assaf Rappaport and several members of his executive team were also behind Adallom – the cloud security startup that Microsoft bought for $320m in 2015 and later rebranded as Microsoft Defender for Cloud Apps.

“From its earliest days, Google’s strong security focus has made us a leader in keeping people safe online,” said Sundar Pichai, chief executive of Google. “Today, businesses and governments that run in the cloud are looking for even stronger security solutions, and greater choice in cloud computing providers. Together, Google Cloud and Wiz will turbocharge improved cloud security and the ability to use multiple clouds.”

“Google Cloud and Wiz share a joint vision to make cybersecurity more accessible and simpler to use for organizations of any size and industry,” said Thomas Kurian, chief executive of Google Cloud. “Enabling more companies to prevent cyber attacks, including in very complex business software environments, will help organizations minimize the cost, disruption and hassle caused by cybersecurity incidents.”

“Wiz and Google Cloud are fully committed to continue supporting and protecting customers across all major clouds, helping keep them safe and secure wherever they operate,” said Mr Rappaport. “This is an exciting moment for our company, but an even more important one for customers and partners, as this acquisition will bolster our mission to improve security and prevent breaches by providing additional resources and deep AI expertise.”

The deal eclipses the current largest acquisition in Google’s 26-year history – the $12.5bn purchase of Motorola Mobility in 2012. The deal for Wiz would also go down as the biggest-ever cyber security acquisition and rank among the 20 most expensive takeovers of a software company in history, according to Mergermarket.

News: Alphabet to buy Wiz for $32 billion in its biggest deal to boost cloud security

Better positioned: Spirit Airlines emerges from Chapter 11

BY Fraser Tennant

With significantly less debt and greater financial flexibility, US carrier Spirit Airlines has emerged from Chapter 11 bankruptcy having completed its financial restructuring – a stronger company better positioned for long-term success.

As part of the restructuring, Spirit received a $350m equity investment from existing investors to support the company’s future initiatives, including investments to provide its customers with enhanced travel experiences and greater value.

The Florida-based airline filed for bankruptcy protection in November 2024, after years of losses, failed merger attempts and heavy debt levels. Reporting a net loss of $1.2bn in 2024, Spirit Airlines was the first major US carrier to file for Chapter 11 since 2011. 

“We are pleased to complete our streamlined restructuring and emerge in a stronger financial position to continue our transformation and investments,” said Ted Christie, president and chief executive of Spirit Airlines. “Throughout this process, we have continued to make meaningful progress enhancing our product offerings, while also focusing on returning to profitability and positioning our airline for long-term success.”

As part of its turnaround strategy, the company has said it would shift its focus away from price-conscious customers to more affluent travellers, in a move it estimates would generate 13 percent more revenue per passenger. In a further bid to attract customers, the airline plans to redesign its loyalty programme and enter into alliances with other carriers.

Following emergence from Chapter 11, Spirit will continue to be led by Mr Christie and its existing executive team. In addition, the company also emerges with a reconstituted board of directors.

A leading low-fare carrier committed to delivering an enhanced travel experience with flexible, affordable options, Spirit serves destinations throughout the US, Latin America and the Caribbean. It is one of the youngest and most fuel-efficient fleets in the US.

“Despite the challenges we have faced as an organisation, we are emerging as a stronger and more focused airline,” concluded Mr Christie. “On behalf of the executive team, I would also like to thank our outgoing board members for their contributions and invaluable service to our airline."

News: Spirit Airlines targets more affluent travelers after emerging from bankruptcy