Audensiel, an international leader in digital transformation and business and technology consulting based in France, has acquired through FOS Holding S.p.A. a 55.21% stake in the share capital of FOS S.p.A., an Italian company listed on Euronext Growth Milan and active in system integration and software development services. BP Holding S.r.l., a shareholder of FOS S.p.A., subsequently reinvested in FOS Holding.

Following the acquisition, FOS Holding S.p.A. exceeded the threshold of 30% of the share capital, triggering the obligation to launch a mandatory Public Tender Offer (OPA) for all remaining shares, with the aim of acquiring 100% of FOS and delisting the shares from Euronext Growth Milan. The team at EQUITA SIM S.p.A. will act as the intermediary responsible for coordinating the acceptance process.

The transaction is part of Audensiel’s international expansion strategy, with a focus on artificial intelligence, digital factory, and the Internet of Things (IoT). The goal is to ensure greater managerial flexibility, accelerate decision-making processes, and support FOS’s growth trajectory under the new structure.

Nicolas Pacault, President of Audensiel, commented: “We are very pleased to announce that we have acquired a majority stake in FOS. This partnership aligns perfectly with our international growth strategy, strengthening Audensiel’s global position in digital transformation, DevOps, IoT, and data, thanks to the integration of a leading local market player. With a highly compatible culture and a shared strategic vision, FOS represents the ideal platform to accelerate Audensiel’s expansion in Italy and lead increasingly large and global projects.”

Commenting on the transaction, Enrico Botte and Gian Matteo Pedrelli, CEOs of FOS, added: “We are proud to have found the ideal partner to continue our path of solid and sustainable growth. Today, FOS is already facing new opportunities that require not only extraordinary financial resources but also high-level industrial expertise, which are fully aligned with our ambition for responsible and sustainable growth. The involvement of top-tier financial partners such as Sagard, Capza, and Ardian, alongside a strong and well-established international industrial group like Audensiel, represents a guarantee of stability for the FOS Group, its long-standing shareholders, management, and employees. This new structure strengthens our mission and enables us to face the future with greater stability, confidence, and determination.”

FOS Holding and Audensiel were assisted as financial advisors by the Mid Cap Advisory team of EQUITA, the Italian partner of Clairfield International, and by Clairfield France. For legal matters, they were supported by BonelliErede.

The shareholders of FOS S.p.A. (BP Holding, BB Holding) were advised by LCA Studio Legale as legal advisor and by Clearwater as financial advisor.

Audensiel is a key player in digital transformation, business consulting, and technology consulting with 2,000 employees across 22 offices, supporting clients in all sectors in France, Belgium, Luxembourg, Spain, Mexico, and Canada in the following areas: Digital Factory, Business Consulting, Data/AI, Cybersecurity, and Cloud/DevOps. With a strong culture rooted in innovation and an agile organization, Audensiel stands out for its unique positioning at the intersection of technology and digital consulting. To continue its international growth, Audensiel has been backed since 2022 by two major private equity firms, Sagard and Capza. As a goal-driven company, Audensiel has defined its mission: “Facilitate access to digital practices and professions to contribute to a fairer and more inclusive society.”

Founded in 1999, FOS provides system integration and software development services, application and infrastructure outsourcing, research, development and prototyping of innovative technological solutions, and telecommunications services. Its main sectors of activity are: industrial, financial, healthcare and medical, telecommunications and public services, and public administration. FOS employs approximately 350 people across 9 locations – Genoa, Milan, Turin, Rome, Caserta, Benevento, Bolzano, Vilnius (Lithuania), and Verona – and operates 6 research labs (two in Genoa, one each in Naples, Turin, Bolzano, and Kaunas in Lithuania) in collaboration with university centers (University of Genoa, University of Bolzano, Kaunas University of Technology in Lithuania) and public institutions such as ENEA (National Agency for New Technologies, Energy and Sustainable Economic Development). FOS shares are listed on the Euronext Growth Milan market, organized and managed by Borsa Italiana S.p.A. In 2024, FOS achieved consolidated revenues of approximately EUR 25 million.