Charme Capital Partners to acquire IgenomixPost

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Charme III
Igenomix Acquisition

Charme Capital Partners to acquire Igenomix

19 July 2016

Igenomix is one of the world’s leading biotechnology companies focused on reproductive genetic testing
Charme Capital Partners’ investment will help accelerate Igenomix’s internationalisation, expand the company’s world-leading R&D functions, and broaden the scope of its genetic testing services
Investment is the first made by Charme III, a pan-European mid-market buyout fund

Madrid/London/Milan, 19 July 2016: Charme Capital Partners (“CCP”), the pan-European mid-market private equity firm, has announced that Charme III has reached an agreement to acquire a majority stake in Igenomix, the leading provider of genetic testing services for reproductive health patients and clinics. Terms of the transaction were not disclosed. The transaction is subject to regulatory approvals and is expected to close in the coming weeks.

Igenomix was spun out from one of the world’s largest and most successful in-vitro fertilisation (IVF) clinics, the Instituto Valenciano de Infertilidad (IVI), in 2011 and offers pioneering genetic testing services in reproductive medicine. It works closely with IVF clinics around the world to help increase the chances of successful pregnancies and aid medical professionals in delivering healthier babies.

Headquartered in Spain, Igenomix employs over 100 people across eight advanced specialist laboratories worldwide, in Spain (Valencia), USA (New York, Miami, and Los Angeles), India (New Delhi), Brazil (Sao Paulo), UAE (Dubai) and Mexico (Mexico City).

Igenomix will retain its existing management team led by David Jimenez as CEO and Dr. Carlos Simon as CSO, who will reinvest in the deal. CCP’s investment will enable the company to accelerate its internationalisation across developed and developing markets, as these mature and adopt genetic testing as a way of improving pregnancy rates; expand its world-leading R&D capabilities that aim to introduce breakthrough innovations in genetics in reproductive medicine; and support the broadening of its scope of genetic testing services.

The investment in Igenomix is the first made by Charme III, and the first from CCP’s recently opened office in Madrid.

Francisco Churtichaga and Tommaso Beolchini, Partners at Charme Capital Partners, commented:

“Igenomix is enjoying accelerated growth exceeding 50% per annum and will approach €30m sales in 2016, so it represented a great opportunity to invest in a leading national champion and contribute to its global expansion. We look forward to working with the company, with its world-class management team and unique proprietary know-how, to help deliver on its excellent growth potential in new markets such as China and Russia, among others.”

Carlos Simón, Chief Science Officer of Igenomix, said:

“Today, Igenomix is the leading research-driven genetic testing company focused in IVF. Charme will bring to us their network, strategic vision and resources to further expand our R&D program and international presence.”

Media Contacts

Greenbrook Communications
Andrew Honnor, Alex Jones, Carl Leijonhufvud
+44 (0)207 952 2000

About Igenomix

Igenomix was created in 2011 when it was spun out from Instituto Valenciano de Infertilidad (IVI). Today it is one of the world’s leading providers of advanced services in reproductive genetics, operating from eight laboratories worldwide. Its constant efforts in R&D, led by Prof. Dr. Carlos Simón (the 2011 Jaime I award-winner for Clinical Research), enable Igenomix to create and develop specific tools to support professionals in the reproductive medicine field. Specialist services offered include PGS (Pre-Implantation Genetic Screening), NACE (Non-invasive Prenatal Test); CGT (Carrier Genetic Test); PGD (Preimplantation Genetic Diagnosis) and ERA (Endometrial Receptivity Array).

Visit: www.Igenomix.com

About Charme Capital Partners

Charme Capital Partners is based in London, Milan and Madrid, and is the manager of the Charme Funds, founded in 2003 by Luca and Matteo di Montezemolo and backed by a unique combination of institutional LPs and prominent global industrialists. Since inception, the Charme Funds have raised over €1bn and invested with a pan-European approach in companies with strong growth and internationalisation prospects.

Charme III was launched in 2015 with a pan-European investment strategy focused on mid-market investments across a range of business sectors in Europe, with a particular focus on UK, Spain and Italy. It targets fast growing mid-market companies with an enterprise value of €100mn to €500mn, where it can partner with shareholders and management teams to unlock potential and deliver transformational growth, both organically and through M&A. This will allow companies to reinforce their market positioning and in many cases to expand internationally.

The main investments of the Charme Funds include in luxury goods Poltrona Frau Group (global leader in high-end design furniture) in technology Octo Telematics (world leader in insurance telematics) and in healthcare Bellco (leading provider of blood purification devices).

Visit: www.charmecapitalpartners.com

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CHARME CAPITAL PARTNERS LIMITED – REMUNERATION POLICIES AND PRACTICES

1.1 Introduction

As a MIFIDPRU investment firm, we must establish, implement and maintain gender neutral remuneration policy and practices that are appropriate and proportionate to the nature, scale and complexity of the risks inherent in the business model and the activities of the Firm. Our remuneration policy and practices are gender neutral and do not discriminate employees on the basis of gender or other characteristics.

1.2 Governance

Given the size, internal organisation and the nature, scope and complexity of the activities of the Firm it does not have a separate Remuneration Committee. Therefore, the Remuneration policy’s supervisory function is undertaken by the Firm’s Governing Body.

1.3 Performance period

The Firm’s performance period is from 1 January 2023 to 31 December 2023[FB2] [RK3].

The Firm has adopted a Remuneration Policy that complies with the requirements of Chapter 19G of the FCA’s Senior Management Arrangements, Systems and Controls Sourcebook.

1.4 Approach to remuneration for employees

The Firm’s remuneration approach is designed to support individual and corporate performance, encourage the sustainable long-term financial health of the business and promote sound risk management for the success of the Firm and to the benefit of its customers, counterparties and the wider market. Our remuneration approach promotes long-term value creation through transparent alignment with the agreed corporate strategy.

The Board believes the Firm’s remuneration structure is appropriate for the business and the industry it operates in and is efficient and cost-effective in delivering its long-term strategy.

Undeserved and excessive remuneration sends a negative message to all stakeholders, including the Firm’s workforce, and causes long term damage to the Firm and its reputation.

1.5 Financial incentives objectives

The objectives of the Firm’s remuneration practices are as follows:

The Firm undertakes to reward all employees fairly, regardless of job function, race, religion, colour, national origin, sex, sexual orientation, marital status, pregnancy, disability or age;
It is the policy of the Firm to operate competitive remuneration policies to attract, retain and motivate an appropriate workforce for the Firm;
The Firm is also committed to ensuring that its remuneration practices encourage high standards of personal and professional conduct, support sound risk management and do not encourage risk taking that exceeds the level of tolerated risk of the Firm, and are aligned with the Firm’s regulatory requirements;
Rewards for all staff will be aligned to financial and non-financial performance criteria and risk profile, and in all cases will be in line with the business strategy, objectives, values, culture and long-term interests of the Firm;
The Firm will not allow any unfair or unjust practices that impact on pay;
The Firm undertakes that it will not award remuneration using vehicles or methods the aim of which is to attempt to avoid application of the relevant FCA’s Remuneration Code.

The Firm uses the following financial incentives:

bonuses;
extra allowances;
salary raises;
wage incentives;
professional development opportunities;

Our financial incentives are designed to:

raise employee satisfaction;
recognise individual performance;
attract and retain talent;
encourage collaborative teamwork; and
motivate staff to achieve Firm-wide objectives.
1.6 Governance

As a SNI, the Firm is not required to establish a Remuneration Committee. Given the size, internal organisation and the nature, scope and complexity of the activities of the Firm it has not formed a Remuneration Committee. Therefore, the Remuneration policy’s supervisory function is undertaken by the Firm’s Board.

The Board is responsible for reviewing and approving remuneration, and to ensure remuneration policies across the Firm are consistent with the promotion of effective risk management. [KR5] The Board is responsible for reviewing and approving salary amendments and the Firm’s bonus pool arising from the annual compensation.

The Board meets regularly and is composed of:

Matteo Cordero di Montezemolo
Francisco G. Churtichaga
Julian Huxtable
Massimo Paolo Gentili
Luigi Sala
Tommaso Beolchini
Matteo Facoetti

1.7 Components of remuneration

The Firm makes a clear distinction between the fixed and variable remuneration.

Fixed remuneration primarily reflects a staff member’s professional experience and organisational responsibility as set out in the staff member’s job description and terms of employment; and is permanent, pre-determined, nondiscretionary, non-revocable and not dependent on performance.

Variable remuneration is based on performance and reflects the long-term performance of the staff member as well as performance in excess of the staff member’s job description and terms of employment. In exceptional cases, variable remuneration is based on other conditions. Variable remuneration includes discretionary pension benefits.

The Firm will ensure that the fixed and variable components of an individual’s total remuneration are appropriately balanced. In determining this balance, the Firm considers the following factors:

The Firm’s business activities and associated prudential and conduct risks;
The role of the individual in the Firm;
The impact that different categories of staff have on the risk profile of the Firm or of the assets it manages;
No individual must be dependent on variable remuneration to an extent likely to encourage them to take risks outside the risk appetite of the Firm;
It may be appropriate for an individual to receive only fixed remuneration, but not only variable remuneration; and
Variable remuneration must not affect the Firm’s ability to ensure a sound capital base.

When assessing individual performance to determine the amount of variable remuneration to be paid to an individual, the Firm takes into account financial as well as non-financial criteria. Non-financial criteria should:

form a significant part of the performance assessment process;
override financial criteria, where appropriate;
include metrics on conduct, which should make up a substantial portion of the non-financial criteria; and
include how far the individual adheres to effective risk management and complies with relevant regulatory requirements.
1.8 Financial and non-financial performance criteria

The Firm must take into account both financial and non-financial criteria when assessing the individual performance of its staff. This aims not only to discourage inappropriate behaviours but also to incentivise and reward behaviour that promotes positive non-financial outcomes for the Firm.

The Firm uses the following financial performance criteria:

Overall results of the firm;
The business line results;
The individual contribution to financial performance.

The Firm uses the following non-financial performance criteria:

measures relating to building and maintaining positive relationships and outcomes with the Italian Management Company;
performance in line with firm strategy or values, for example by displaying leadership, teamwork or creativity;
adherence to the firm’s risk management and compliance policies;
diversity and inclusion.

The criteria outlined above are used for the assessment of the performance of:

THE FIRM

Financial performance criteria

Overall results of the Firm

Business line results

Non-financial performance criteria

Italian Management Company Satisfaction

INDIVIDUALS

Financial performance criteria

Individual contribution to financial results

Non-financial performance criteria

Performance in line with firm strategy or values

Adherence to the firm’s risk management and compliance policies;

1.9 Total amount of remuneration awarded

Under MIFIDPRU 8.6.8R(2), the Firm must disclose the total amount of remuneration awarded to all staff, split into:

fixed remuneration; and
variable remuneration.

Remuneration type	£
Fixed remuneration	£3,580,462
Variable remuneration	£386,773
Total amount	£ 3,967,235