Andera Partners, a leading European private equity firm, is pleased to announce the signing of a transformative transaction enabling the combination of Spherea (Toulouse, France), a cornerstone engineering company providing mission-critical test systems for the Aerospace & Defense industries, with Averna (Montreal, Canada), a worldwide provider of test and quality solutions for medical devices, smart devices, data centers and autonomous vehicles. This transaction will be supported by the launch of a continuation vehicle managed by Andera and capitalized by Ardian, a world-leading private investment firm, as a lead investor.
Under the terms of the agreement, Andera Partners will become the majority shareholder of the newly combined Group, marking a major milestone in both companies’ shared ambition to become the largest independent and global player in Test & Quality Engineering.
This operation perfectly highlights Andera’s Midcap investment strategy regarding (i) the change of scale of a portfolio company with a doubling of the Group’s size coupled with a strong internationalization and (ii) the service offered to its clients through the structuring of a continuation vehicle to fund part of the transaction.
A Highly Complementary Strategic Combination
Together, Spherea and Averna will form a global powerhouse within its industry, with:
- Combined revenues over USD 305 million,
- More than 1,800 employees,
- Operations in 13 countries covering Europe, Northern America and Asia,
- A uniquely diversified customer base across aerospace, defense, smart devices, medical devices, autonomous vehicles, data centers, railway and energy.
Both companies will continue to operate in their respective markets while exploring the best commercial and operational avenues to leverage each other’s strengths and unique differentiators.
Andera MidCap 5 and a Continuation Fund to Support a New Phase of Growth
Spherea has been part of Andera MidCap’s portfolio since 2019, when a consortium comprising Andera Partners and idiCo acquired a majority stake in the company. Building on this longstanding partnership while approaching the end of Winch Capital 4 holding period, Andera Partners has structured a €200 million continuation vehicle with Ardian as a lead investor to support Spherea and Averna as they enter their shared next stage of development. The overall financing of the transaction also includes (i) a €60 million investment from the Andera MidCap 5 fund, (ii) financial co-investors (notably idiCo and Walter Capital, the latter being the main shareholder of Averna), (iii) management teams of both Averna and Spherea, and (iv) debt financing partners.
This structure enables Andera Partners to retain majority shareholding of Spherea, provide long-term capital, support the transformative combination with Averna and offer a single-asset opportunity to Andera’s customers.
Pierre-Yves Poirier, Andera Partners, comments: “This transaction represents a decisive step in Spherea’s long-term growth trajectory. By bringing together two global leaders with highly complementary capabilities, we are laying the foundation for a world-class, innovation-driven platform in test and quality engineering. We are delighted to continue supporting Spherea and its management team as the company enters this exciting new phase of development.”
Vincent Bazzocchi, Andera Partners, adds: “Change of scale through buildups, structuring, internationalization: this deal gathers most of our investment criteria. It also illustrates our investment DNA throughout Winch Capital 4, Andera Midcap 5 and our upcoming Andera Midcap 6”
Leadership and Governance
Patrice Bélie, the current CEO of Spherea, will lead the newly-formed Group as CEO, while François Rainville will continue to act as the CEO of Averna. François Rainville will also take on the role of Group COO.
“We are truly excited to be building a global champion in test solutions!” said Patrice Bélie, “the combination of Spherea and Averna unlocks incredible potential: together, we will cover an exceptional range of countries, technologies and test capabilities – from board-level testing to complex system integration. Our employees can be proud to be part of a recognized industry leader and will have access to new career opportunities.”
“Averna and Spherea are highly complementary in terms of global presence, market segments focus and technical expertise. Together, we will offer a uniquely powerful set of capabilities to ensure the highest quality for our customers’ products and support them across Europe, the Americas, and Asia.” said François Rainville, CEO of Averna. “We are thrilled for what is coming next and the opportunities this partnership will unlock. By staying committed to our core values — Innovation, Teamwork, Performance, and Client Focus — we will accelerate innovation and deliver even greater value to our customers worldwide.”
Subject to customary regulatory approvals, the transaction is expected to close by the end of December 2025.