AXA Private Equity sells Icare to Europ Assistance Paris, Thursday September 9, 2004

AXA Private Equity’s LBO funds have just made their third exit of the year with the sale of Icare, the insurance and services group specializing in vehicle maintenance and mechanical breakdown warranties, to the Europ Assistance Group. The company had already sold:

• Cornhill France to the Macif Group on the basis of an enterprise value of € 96 million that increased the initial investment fivefold.
• Titanite to Fonds Partenaire Gestion on the basis of an enterprise value of € 64.5 million that tripled the value of the initial investment.

On this occasion, it has managed another successful transaction in terms of multiple IRR for the fund concerned. AXA Private Equity and the Icare management team have thus sold 95% of the capital of Icare SA, the parent company of the Icare Group, to Europ Assistance Holding, the parent of the Europ Assistance Group.

AXA Private Equity and the Icare management team acquired the Icare Group in July 2000 via an LBO. At the time, the transaction was France’s first LBO in the insurance sector.

The Icare Group, which recorded consolidated sales of €55 million and an operating profit of more than €5 million in 2003, employs 120 people. Already present in several European countries, Icare is France’s leading provider of mechanical breakdown warranties for both new and second-hand vehicles and one of the key players in the automobile maintenance market.
Its powerful and flexible information systems enable Icare to supply automobile manufactures and their networks, financial organizations and automobile insurers with a wide range of products that help to strengthen client loyalty.

Over the past ten years, the Group has enjoyed average annual growth rates of over 20%.
Between 2000 and 2004, the Group carried out a programme of restructuring and international expansion (Italy, Spain, Belgium, Portugal) led by the management team under Chief Executive Officer Alain Cruchet and its majority shareholder AXA Private Equity.

According to Alain Cruchet, CEO of Icare, “The link-up with a major international group such as Europ Assistance will enable us to develop the ICARE businesses at a hugely accelerated pace and in close proximity to our major international partners.”

Philippe Poletti, a Director in AXA Private Equity’s LBO team, says: “Europ Assistance was chosen because it made the best offer in terms of both the business plan for Icare and its teams and the valuation for the exiting shareholders”.

The agreement between the parties remains subject to approval from France’s insurance regulator (the Comité des Entreprises d’Assurances), and the French competition authority (the Direction Générale de la Concurrence, de la Consommation et de la Répression des Fraudes), who will monitor levels of concentration in the insurance industry.

About Europ Assistance

Established 40 years ago, the Europ Assistance Group invented the concept of assistance and is active throughout the world, providing both private and corporate clients with tailored solutions to exceptional or day-to-day problems, 24 hours a day, 365 days a year.
The Group delivers its services in four key sectors: health, tourism, automobiles and domestic services.
A wholly owned subsidiary of the Generali Group, the Europ Assistance Group currently offers its services in 208 countries and comprises 50 companies present in 35 countries, with a total workforce of 4,000 employees.

Algeria, Argentina, Austria, Belgium, Brazil, China, Czech Republic, Denmark, Finland, France,
French Polynesia, Germany, Greece, Hungary, Israel, Italy, Japan, Libya, Luxembourg, Netherlands, Norway, Poland, Portugal, Republic of Ireland, Russia, Singapore, South Africa, Spain, Sweden, Switzerland, Taiwan, Tunisia, United Kingdom, United States

In 2003, Europ Assistance attended 6.8 million call-outs around the world from a total of 37.8 million assistance calls received.

For more information: www.europassistance.com

Deal participants

AXA Private Equity: Philippe Poletti, Thibault Basquin

Conseils vendeurs:

• M&A bank: Gimar Finance (François de Varenne, Thierry Marie)
• Accounting and fiscal due diligence: PwC (Martin Naquet-Radiguet, Antoire Grenier, Géraud de Riberolles)
• Legal advisors: De Pardieu, Brocas, Maffei (Guillaume Toutee, Christian Hertz, Stanislas Richoillez)
• Europ Assistance Holding: Martin Vial, François Commune
• M&A bank: Deloitte (Paul-Henri Denieuil, Colin Dominique, Jacques-Edouard Moreau, Cyril Besseddik)
• Legal advisors: E&Y Law (Arthur Pierret)
• Accounting and fiscal due diligence: E&Y (Guillaume Fontaine; Patrick Ménard)