Antares Vision

M&A Activity • Dec 16, 2025

PRESS RELEASE

Closing of the acquisition of 32.4% of the share capital of Antares Vision S.p.A. on a fully diluted basis

Milan, December 16, 2025 – With reference to the press release dated September 12, 2025 relating to the separate share purchase agreements (the "SPAs") entered into by Crane NXT, Co. ("Crane NXT") with, respectively, (i) Regolo S.p.A. ("Regolo") and Messers. Emidio Zorzella, Massimo Bonardi and Fabio Forestelli (the "Senior Executives"), and (ii) Sargas S.r.l. ("Sargas"), on the date hereof, in execution of the SPAs, Crane NXT Inspection and Tracking Technologies S.p.A., an Italian newly incorporated vehicle designated by Crane NXT as the purchaser pursuant to the SPAs ("Crane NXT ITT" or the "Offeror"), has completed the purchase of a first tranche of Regolo's shares in Antares Vision S.p.A. ("Antares Vision" or the "Company") and all Sargas' shares in Antares Vision, representing overall 32.4% of the Company's share capital on a fully diluted basis and 25.9% of the Company's voting rights on a fully diluted basis, excluding treasury shares (the "Acquisition").

The main terms and conditions of the Acquisition has been already communicated in the press release dated September 12, 2025, to which reference is made.

In particular, the Acquisition has been completed following satisfaction of the conditions precedent set forth in the SPAs. In this respect, it is noted, inter alia, that: (i) on October 15, 2025, it has been obtained the clearance from the Federal Trade Commission (FTC) and the Department of Justice (DOJ) pursuant to the applicable provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act), following the expiration of the statutory waiting period provided for thereunder without any action or order being issued by the above authorities, and (ii) on December 2, 2025 the Presidency of the Council of Ministers notified its decision not to exercise the special powers provided for under Decree Law no. 21 of 2012, converted with amendments by Law no. 56 of 2012. After obtainment of such authorizations, the parties agreed, by means of relevant amendments of the SPA executed on the date hereof, to set the closing date of the Acquisition on the date hereof.

As a result of the Acquisition pursuant to the SPAs, on the date hereof Crane NXT ITT purchased respectively:

• (i) no. 16,912,394 ordinary shares of Antares Vision owned by Regolo, against a consideration equal to Euro 5.00 per Antares Vision share and, thus, for a total of Euro 84,561,970.00;
• (ii) no. 6,555,173 ordinary shares of Antares Vision owned by Sargas, against a consideration equal to Euro 5.00 per Antares Vision share and, thus, for a total of Euro 32,775,865.00.

Pursuant to the investment and shareholders' agreement entered into by Crane NXT, Regolo and the Senior Executives on September 12, 2025 and amended on the date hereof (the "Investment and Shareholders' Agreement"), Regolo and the Senior Executives (the latter through a vehicle named Shaula S.p.A.) shall invest a portion of the proceeds deriving from the Acquisition with an aggregate shareholding of 10% of Crane NXT ITT's share capital. In particular, pursuant to the Investment and Shareholders' Agreement, (i) on the date hereof, Regolo has fully subscribed for and paid-in, at a subscription price of Euro 5.00 per Crane NXT ITT share, a shareholding equal to 5% of Crane NXT ITT's share capital, through a set-off of a portion amounting to Euro 5,866,895.00 of the abovementioned purchase price payable by Crane NXT ITT to Regolo under the relevant SPA, whilst (ii) the remaining 5% of Crane NXT ITT's share capital shall be fully subscribed and paid-in, at a subscription price of Euro 5.00 per Crane NXT ITT share, by the Senior Executives, through Shaula S.p.A., by and not later than January 12, 2026.

The disclosure obligations pursuant to Articles 122 of Legislative Decree no. 58 of February 24, 1998 (the "CFA") concerning the relevant shareholders' agreements contained in the amended SPA with Regolo and the Senior Executives and the amended Investment and Shareholders' Agreement shall be fulfilled within the terms and in the manner prescribed by the law.

Following completion of the Acquisition, occurred today, Crane NXT ITT owns no. 23,467,567 of the Company's shares, representing 32.4% of its share capital and 25.9% of voting rights on a fully diluted basis, excluding treasury shares, while Regolo and Mr. Fabio Forestelli own aggregate no. 18,865,894 of the Company's shares (including no. 552,969 newly issued shares of Antares Vision to be allotted to Fabio Forestelli as a beneficiary of the share-incentive plan approved by Antares Vision's Shareholders' Meeting on 10 July 2024), representing approx. 26.0% of its share capital and approx. 40.9% of voting rights on a fully diluted basis (excluding treasury shares), thus resulting in an overall shareholding equal to 58.4% of the share capital and 66.8% of voting rights of the Company on a fully diluted basis ( excluding treasury shares).

In light of the above, Crane NXT ITT will launch a mandatory tender offer for the outstanding shares of Antares Vision, pursuant to Articles 106, paragraph 1, and 109 of the CFA, at an Offer price per share of Euro 5.00 (the "Offer Price") - corresponding to the price per share paid by the Offeror to Regolo and Sargas in the context of the Acquisition pursuant to the SPAs – and aimed at delisting Company's shares from Euronext Milan, STAR Segment (the "Offer"). Therefore, on the date hereof, Crane NXT ITT will communicate to CONSOB, Antares Vision and the market the occurrence of the legal requirements for the launch of the Offer by means of a notice disseminated pursuant to Article 102, paragraph 1, of the TUF.

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About Antares Vision S.p.A.

Antares Vision Group is an Italian multinational listed since 2021 on the Euronext STAR Milan segment (EXM, AV:IM), which ensures product safety and supply chain transparency through innovative technologies for quality control, traceability, and integrated data management. It operates in the Life Science sectors (Pharmaceuticals, Medical Devices, Hospitals), Cosmetics, and FMCG (Fast-Moving Consumer Goods), supporting companies in digitalizing processes to improve efficiency, productivity, and visibility. Antares Vision Group is a global leader in pharmaceutical traceability, supplying the world's top producers (over 50% of the top 20 multinational Companies) and numerous Government authorities. With a presence in over 60 countries, more than 1,200 employees, and a network of around 40 international partners. It achieved revenues of €208 million in 2024, marking a 2% increase compared to 2023. www.antaresvisiongroup.com.

About Crane NXT, Co.

Communication disseminated to the market by Antares Vision S.p.A. on behalf Crane NXT, Co., Crane NXT Inspection and Tracking Technologies S.p.A. and Regolo S.p.A.

Crane NXT is a premier industrial technology company that provides trusted technology solutions to secure, detect, and authenticate what matters most to its customers. Through its industry-leading businesses, Crane NXT provides customers with advanced technologies to secure high-value physical products, sophisticated detection equipment and systems, and proprietary products and services that protect brand identity. Crane NXT's approximately 5,000 employees help our customers protect their most important assets and ensure secure, seamless transactions around the world every day. For more information visit www.cranenxt.com.

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