The transaction sees the reinvestment, alongside Progressio, of Spindox’s current managerial shareholders Paolo Costa, Mauro Marengo, and Massimo Pellei, who will continue in their management roles. The Leadership Team is strengthened by the appointment of Barbara Cominelli as Executive Chairman, bringing over 20 years of managerial experience in digital transformation for large organizations to support Spindox’s strategic growth plan.

Milan, 23 October 2025 – BackSpin S.p.A., a company indirectly controlled by Progressio SGR S.p.A., acting on behalf of the private equity fund Progressio Investimenti IV (“PI IV”), announces the completion of the acquisition of a total 74.12% stake in Spindox S.p.A. (“Spindox” or the “Company”).

Spindox supports leading Italian and international companies in digital transformation and technological innovation projects, providing IT services and consulting, and developing advanced solutions that optimize clients’ processes, enhance competitiveness, increase productivity, and drive innovation. In 2024, the Company reported revenues exceeding €110 million, confirming a consistent growth trend.

 

The current managerial shareholders of the Company, Paolo Costa, Mauro Marengo, and Massimo Pellei (the “Managerial Shareholders”), have made a significant co-investment alongside Progressio and will continue in their management roles.

 

The Leadership Team is further strengthened with the appointment of Barbara Cominelli as Executive Chairman. With over 25 years of experience as CEO and C-Level in companies such as Microsoft, Vodafone, and JLL, Barbara has led the digital transformation of large organizations, developing and implementing advanced solutions in AI, cloud, IoT, automation, and customer experience.

 

The Leadership Team’s mission is to guide the Company through an ambitious growth project, supporting technological development and strengthening market positioning. The shared objective is to steer the Company through a new development phase, leveraging its distinctive expertise and fostering innovation, with a focus on integrating artificial intelligence into high-value areas.

 

At closing, Gionata Tedeschi and Valter Conca joined the Board of Directors as independent directors. Gionata Tedeschi has over three decades of experience as a consultant, manager, and entrepreneur in innovation-driven sectors. Valter Conca is Associate Professor at the Department of Management and Technology, Bocconi University, and since 2005 has served as Director of the Private Equity & Growth Finance Observatory at SDA Bocconi.

 

Filippo Gaggini, Managing Partner of Progressio, stated: “We are pleased to have completed our entry into Spindox, a company of excellence in technological innovation and digital transformation. We share with Spindox a vision of sustainable, innovation-driven growth. Together, we aim to strengthen its competitive position and support its expansion. This investment fully reflects Progressio’s philosophy: to partner with talented entrepreneurs and managers on industrial development and value creation journeys”.

 

Paolo Costa, to be appointed Chairman Emeritus of Spindox, commented: “In 2024, with the governance renewal, Spindox entered a new growth phase focused on consolidating its leadership in advanced technology consulting. The Group is pursuing a strategic evolution plan combining operational efficiency, organizational strengthening, and managerial development. Progressio’s entry marks a decisive step in this journey: Spindox can accelerate its evolution to successfully face a constantly changing market”.

 

Barbara Cominelli, Executive Chairman of Spindox, said: “I am honored to join Spindox as Executive Chairman at a time of major transformation and growth. This transaction represents a key strategic milestone to accelerate the growth path, including through external opportunities, and to be the reference partner for our clients’ transformation, strengthening competitiveness through innovation and the adoption of advanced technologies, from AI to cloud, to generate value and sustainable growth”.

 

Mauro Marengo and Massimo Pellei, Co-CEOs of Spindox, commented: “Progressio’s entry represents an important step for Spindox. This partnership will allow us to strengthen the organizational structure and continue the development path with additional momentum, placing AI and data intelligence at the core of Spindox’s strategy and operating model”.

 

Alongside Progressio and the Managerial Shareholders, Fondo Italiano di Investimento SGR S.p.A., on behalf of the “Fondo Italiano Private Equity Co-Investimenti,” and BNP Paribas BNL Equity Investments S.p.A. acted as minority co-investors.

 

The transaction was supported by a pool of lenders including Crédit Agricole Italia (as agent bank), BNL BNP Paribas, BNP Paribas Asset Management Europe, and Muzinich&Co SGR.

 

Pursuant to Article 106, paragraph 1, of Legislative Decree No. 58 of 24 February 1998, BackSpin S.p.A. will promote a mandatory tender offer (“Mandatory Offer”) for the remaining shares of the Company at a price of €13 per share, cum dividend (corresponding to the price per share under the sale and purchase agreement). The transaction and the Mandatory Offer aim to delist Spindox shares from Euronext Growth Milan, a multilateral trading facility organized and managed by Borsa Italiana S.p.A.

 

The transaction for Progressio, led by CEO Filippo Gaggini, was managed by Massimo Dan (Partner), Giovanni Pesce (Investment Manager), Leonardo Ballardini (Analyst), and Mauro Ballabio (Operating Partner).

 

The acquisition aligns with the investment strategy of Progressio Investimenti IV, which recently closed fundraising with total commitments of €335 million, exceeding the initial target of €300 million. The fund focuses on Italian entrepreneurial excellence characterized by high growth potential and the presence of experienced entrepreneurs and managers.

 

ADVISORS
Progressio was assisted by Bonelli Erede and Gatti, Pavesi, Bianchi, Ludovici for legal and contract negotiation matters. EY Parthenon conducted financial due diligence, BCG conducted business due diligence, and Russo De Rosa Associati handled tax due diligence. EY advised on ESG matters, Aon acted as insurance advisor, and GC & Partners as M&A advisor. Vitale & Co. supported Progressio on financing.

 

Spindox’s shareholders and the Company were assisted by Klecha & Co. (M&A advisor), PedersoliGattai & Palmer – Studio Legale (legal and contract negotiation), EY Parthenon (vendor financial due diligence), and EY (HR and tax matters).

 

Co-investors Fondo Italiano di Investimento SGR S.p.A. and BNP Paribas BNL Equity Investments S.p.A. were assisted by LMS and Gianni & Origoni, respectively.

 

The lenders’ pool was assisted by Dentons for the preparation and negotiation of the financing agreement.

Press release