Best Practice: How Tailor-made Acquisition Finance Is Boosting Intelligent Transportation Systems

ITIS Holding, a leading provider of intelligent transportation infrastructure and road user charging solutions, has completed the full acquisition of VITRONIC Machine Vision, an innovative German provider of traffic technology and automation. The strategic move was supported by RBI with a EUR 110 million financing, including guarantees, provided by a consortium of international banks arranged by RBI. In this best-practice interview Martin Gaško, the CFO of ITIS Holding, explains what the biggest challenge was during the acquisition, what makes RBI's approach unique and why the early involvement of a strong financing partner is essential.

ITIS Holding was founded with the idea of growing beyond tolling systems and technologies. In our search for new projects, we came across the German provider VITRONIC. Our two companies complement each other perfectly in terms of the solutions we offer and our regional reach. First, we prepared various projects as business partners. Then we were approached by VITRONIC's management and given the opportunity to take part in a competitive process to acquire VITRONIC. That was in April or May 2023, so about one year before the takeover was completed.

RBI was involved very early in the process, right after we submitted our non-binding offer and were invited to the due diligence phase. As we have a good cooperation in Slovakia with Tatra Banka, which is part of the RBI network, and Raiffeisen Bank Czech Republic also knows our subsidiary CzechToll, RBI was a logical choice for us to structure the financing for the transaction.

The biggest challenge was to work out a mechanism for refinancing the current debt and for replacement and counter-guarantees of the outstanding guarantees, many of which were issued for an indefinite period.

In our view, it was more difficult than expected to match the right size of the consortium with the desired structure of the transaction and our expectations in terms of conditions, price, security and so on. On the other hand, the process of counter-guaranteeing outstanding guarantees was easier than expected. RBI did a very good job in this very technical area and everything went smoothly.

RBI's unique approach to the transaction should be emphasized here. Everyone involved really understood our needs and empathized with our way of thinking about the acquisition and the target's situation. RBI deployed various teams such as syndication, structuring, acquisition finance, guarantees and legal. The professionals worked together seamlessly. All in all, we can say that we received a complex service from the bank, a complete package of structuring, financing and guarantees.

My recommendation is to get professional advice at an early stage. It may not look like it at the beginning, but there are so many specific streams in the transaction. You can't keep track of all the details, you can only control the big picture. The most important thing is that you can rely on a team where everyone gives their best and where you know: they understand us. The financing is one of the most important, if not the most important part of the transaction, so you have to rely on a strong structuring partner who understands your way of doing business and of thinking at an early stage of the process. We certainly found that in RBI.