BF International buys control of Diagram, Italy's €97m agrifood software group
BF International is paying about €221 million for 41.6% of Italian agrifood software group Diagram, with options taking it to 98.2% by 2029.
BF International Best Fields Best Food Limited, the international arm of the listed Italian agri-industrial group B.F. S.p.A., has signed two agreements to take control of Diagram S.p.A., which builds technology platforms and digital services for agriculture and the agrifood industry. B.F. set out the terms in a press release dated 16 October 2026, carried in full by Il Giornale and Editoriale Domani the following day. The first agreement buys 41.6 per cent of Diagram for about €221 million. Counting the options over the rest, MF Milano Finanza puts the base consideration at about €448 million, plus interest and possible adjustments.
BFI already held 15 per cent of Diagram. Trilantic and its co-investors held 41.6 per cent through Triagri S.p.A., CDP Equity held a further 41.6 per cent, and Siref Fiduciaria held the balance for Diagram's managers. Under the first agreement BFI acquires 100 per cent of Triagri, which owns 11,630,269 Diagram shares, for about €221 million subject to adjustment for net financial position and leakage. Of that, €191 million falls due at closing and €30 million plus an equity ticker uplift follows in two tranches within eleven months. Under the second agreement BFI buys 188,369 shares, about 0.67 per cent, from CDP Equity at closing for about €3.7 million. Together those steps lift BF to roughly 57.3 per cent and hand it control.
The remaining 40.9 per cent still held by CDP Equity, 11,441,900 shares, sits under reciprocal call and put options. BFI can call a first tranche of 22.9 per cent from closing for about €125 million plus a 7 per cent compounded annual return, and CDP Equity can put the same block from February 2027 if BFI has not called it. The last 18 per cent follows in four semi-annual tranches of 4.5 per cent each, about €98 million in total on the same return, with transfers running until 1 February 2029. At the end of that path BF would hold about 98.2 per cent and the managers about 1.8 per cent. B.F. S.p.A. has guaranteed BFI's payment of the €125 million tranche and its return, a guarantee classified as a related-party transaction of greater significance because Dompé Holdings holds 44.43 per cent of B.F. and more than 5 per cent of BFI.
Diagram is not a startup. It reported 2025 consolidated revenue of €96.8 million, consolidated EBITDA of €33.4 million, a consolidated net financial position of €80.6 million and more than 330 employees. CDP Equity and Trilantic Europe took their majority in December 2024, and CDP Equity says it has doubled its invested capital at an internal rate of return of about 40 per cent, reaching its industrial and financial targets roughly two years early, with Diagram's headcount up 15 per cent over the period. Closing is expected by 31 December 2026, with conditions to be satisfied by 20 December: Golden Power and antitrust clearance, authorisations from United Kingdom authorities and consent from the lenders to Diagram's group financing. Federico Vecchioni, president of B.F. and chief executive of BF International, described the integration of Diagram as a strategic pillar for strengthening the group's technology and commercial platform in agriculture.
Why it matters for AgTech founders: this is the exit shape almost nobody models. Diagram did not sell to a software buyer or to a strategic from outside the sector. It sold to the agri-industrial group that already farms, trades and processes, and that had been sitting on its share register at 15 per cent since the sponsors came in. Three things are worth taking from the structure. First, the price follows profit rather than a growth story. About €448 million against €33.4 million of 2025 EBITDA is roughly thirteen times earnings, and it is the margin on €96.8 million of revenue that earns that number, not the slide about total addressable market. Second, the sponsor exit is staged, not clean. CDP Equity keeps up to 40.9 per cent on options running to 2029 at a 7 per cent compounded return, which is how a buyer of this size acquires a company it cannot pay for in one cheque, and how a public investor gets paid for waiting. Any founder whose cap table includes a development bank or a state equity arm should assume their own exit will be shaped the same way. Third, the strategic logic runs the opposite way to the usual pitch. BF is not buying software in order to sell software, it is buying the data and platform layer underneath its own supply chain. That is the buyer profile ag software founders consistently underrate, because the incumbent that needs your product internally will pay more than the one that wants to resell it. The 15 per cent minority BF took two years before the control deal is the tell, and anyone negotiating a small strategic cheque today should price in what it buys the other side later.
BF International buys control of Diagram, Italy's €97m agrifood software group
An agri-industrial group is buying the data layer under its own supply chain, and the state investor on the other side of the table is being paid to wait until 2029.
BF International Best Fields Best Food Limited, the international arm of the listed Italian agri-industrial group B.F. S.p.A., has signed two agreements to take control of Diagram S.p.A., which builds technology platforms and digital services for agriculture and the agrifood industry. B.F. set out the terms in a press release dated 16 October 2026, carried in full by Il Giornale and Editoriale Domani the following day. The first agreement buys 41.6 per cent of Diagram for about €221 million. Counting the options over the rest, MF Milano Finanza puts the base consideration at about €448 million, plus interest and possible adjustments.
BFI already held 15 per cent of Diagram. Trilantic and its co-investors held 41.6 per cent through Triagri S.p.A., CDP Equity held a further 41.6 per cent, and Siref Fiduciaria held the balance for Diagram's managers. Under the first agreement BFI acquires 100 per cent of Triagri, which owns 11,630,269 Diagram shares, for about €221 million subject to adjustment for net financial position and leakage. Of that, €191 million falls due at closing and €30 million plus an equity ticker uplift follows in two tranches within eleven months. Under the second agreement BFI buys 188,369 shares, about 0.67 per cent, from CDP Equity at closing for about €3.7 million. Together those steps lift BF to roughly 57.3 per cent and hand it control.
The remaining 40.9 per cent still held by CDP Equity, 11,441,900 shares, sits under reciprocal call and put options. BFI can call a first tranche of 22.9 per cent from closing for about €125 million plus a 7 per cent compounded annual return, and CDP Equity can put the same block from February 2027 if BFI has not called it. The last 18 per cent follows in four semi-annual tranches of 4.5 per cent each, about €98 million in total on the same return, with transfers running until 1 February 2029. At the end of that path BF would hold about 98.2 per cent and the managers about 1.8 per cent. B.F. S.p.A. has guaranteed BFI's payment of the €125 million tranche and its return, a guarantee classified as a related-party transaction of greater significance because Dompé Holdings holds 44.43 per cent of B.F. and more than 5 per cent of BFI.
Diagram is not a startup. It reported 2025 consolidated revenue of €96.8 million, consolidated EBITDA of €33.4 million, a consolidated net financial position of €80.6 million and more than 330 employees. CDP Equity and Trilantic Europe took their majority in December 2024, and CDP Equity says it has doubled its invested capital at an internal rate of return of about 40 per cent, reaching its industrial and financial targets roughly two years early, with Diagram's headcount up 15 per cent over the period. Closing is expected by 31 December 2026, with conditions to be satisfied by 20 December: Golden Power and antitrust clearance, authorisations from United Kingdom authorities and consent from the lenders to Diagram's group financing. Federico Vecchioni, president of B.F. and chief executive of BF International, described the integration of Diagram as a strategic pillar for strengthening the group's technology and commercial platform in agriculture.
Why it matters for AgTech founders: this is the exit shape almost nobody models. Diagram did not sell to a software buyer or to a strategic from outside the sector. It sold to the agri-industrial group that already farms, trades and processes, and that had been sitting on its share register at 15 per cent since the sponsors came in. Three things are worth taking from the structure. First, the price follows profit rather than a growth story. About €448 million against €33.4 million of 2025 EBITDA is roughly thirteen times earnings, and it is the margin on €96.8 million of revenue that earns that number, not the slide about total addressable market. Second, the sponsor exit is staged, not clean. CDP Equity keeps up to 40.9 per cent on options running to 2029 at a 7 per cent compounded return, which is how a buyer of this size acquires a company it cannot pay for in one cheque, and how a public investor gets paid for waiting. Any founder whose cap table includes a development bank or a state equity arm should assume their own exit will be shaped the same way. Third, the strategic logic runs the opposite way to the usual pitch. BF is not buying software in order to sell software, it is buying the data and platform layer underneath its own supply chain. That is the buyer profile ag software founders consistently underrate, because the incumbent that needs your product internally will pay more than the one that wants to resell it. The 15 per cent minority BF took two years before the control deal is the tell, and anyone negotiating a small strategic cheque today should price in what it buys the other side later.
