M&A Activity • May 2, 2024
M&A Activity
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| Informazione Regolamentata n. 0260-22-2024 |
Data/Ora Inizio Diffusione 2 Maggio 2024 10:32:44 |
Euronext Milan | |
|---|---|---|---|
| Societa' | : | TISCALI | |
| Identificativo Informazione Regolamentata |
: | 189986 | |
| Utenza - Referente | : | TISCALIN07 - Capoccia | |
| Tipologia | : | REGEM | |
| Data/Ora Ricezione | : | 2 Maggio 2024 10:32:44 | |
| Data/Ora Inizio Diffusione | : | 2 Maggio 2024 10:32:44 | |
| Oggetto | : | Tessellis S.p.A. - Extended to May 31st 2024 the deadline for the fulfillment of the conditions precedent of Tessellis' investment agreement in Go Int |
Testo del comunicato
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Cagliari / Gubbio, April 30, 2024
Today, Tessellis S.p.A. ("Tessellis"), a company with shares traded on Euronext Milan, OpNet S.p.A. ("OpNet"), Tessellis' controlling shareholder, and Go Internet S.p.A. ("Go Internet"), a company with shares traded on Euronext Growth Milan, have agreed to extend from April 30, 2024 to May 31, 2024 the deadline for the fulfillment (or waiver by Tessellis) of the conditions precedent to which the investment agreement signed between these parties on November 30, 2023 (the "Investment Agreement") for the implementation of an overall investment transaction by Tessellis in Go Internet (the "Transaction") is subject.
It should be noted that as of today's date, some of the main conditions precedent of the Investment Agreement have already been fulfilled, including the authorization by the Prime Minister's Office under the golden power regulations obtained on January 10, 2024.
The remaining conditions precedent of the Investment Agreement will also operate as conditions precedent for the subscription of the share capital increase resolved by the GO Internet Shareholders' Meeting on December 22, 2023, for an amount up to a maximum of Euro 3,350,000.00 and excluding option rights pursuant to Article 2441, paragraph 5, of the Italian Civil Code, reserved for Tessellis or companies controlled by it and whose final subscription deadline is set for May 31, 2024 (the "Reserved Capital Increase").
It is noted that as a result of the fulfillment or possible waiver of the residual conditions precedent and the completion of the subscription of the Reserved Capital Increase which is expected to result in the indirect acquisition by Tessellis of an interest in excess of the 30% threshold in Go Internet's share capital, relevant under Art. 106 of Legislative Decree No. 58/98 referred to in Go Internet's bylaws - the conditions will be met for the subsequent promotion of a mandatory tender offer for Go Internet shares (the "Tender Offer"), at a unit price at least equal to the subscription price of the Reserved Capital Increase.
For more information on the terms and conditions of the Investment Agreement, please refer to the joint press release issued by Tessellis and Go Internet on November 30, 2023, and available on their respective websites (www.tessellis.it, under Corporate Announcements, and www.gointernet.it under Investor Relations).
Patrizia Tammaro Silva [email protected] +39 335 7959913 Press Office Ilenia Loi [email protected] +39 070 46011
Headquarters Località Sa Illetta km 2,300, 09123 Cagliari, Italy Tel. +39 070 4601 1 Cap. Soc. 208,992,730.17i.v. P.IVA 02375280928 R.E.A. 191784 C.I.A. Cagliari tessellis.it

Biagio Deminco [email protected] +39 075 7829 100
Tessellis S.p.A. (Italian Stock Exchange. Milan: TSL) is the holding company of the Group created by the merger between Linkem Retail and Tiscali S.p.A. and includes among its business areas that of Tiscali Italia S.p.A., a national operator among the first in the ultrabroadband segment (FWA - Fixed Wireless Access and FTTH - Fiber To The Home), the portal www.tiscali.it, one of the main Italian news portals, with about 8 million visitors per month to its credit, as well as the advertising concessionaire Veesible s.r.l.
The GO Internet Group consists of three companies, two of which are engaged in the sale of telecommunications services, GO internet S.p.A. for small business, SOHO and consumer customers and XStream S.r.l. for business and reseller customers, and the company GOWimax S.r.l., which offers services to the other companies in the Group. The entire GO Group offering is conveyed through commercial and industrial partners and through its own direct sales network, and is available throughout the country. GO internet S.p.A. is an internet service provider of FWA (Fixed Wireless Access) services, today offered in 4G LTE technology, and, since 2016 also of fiber FTTH (Fiber To The Home) services having been one of the first operators to sign commercial agreements with Open Fiber S.p.A. for the supply of passive and active fiber optic. (www.gointernet.it)
XStream is a telecommunications operator with data and voice interconnections with major operators offering evolved connectivity services (Dedicated Fiber, FTTH, FTTCab, xDSL, FWA), voice, cloud and cyber security services aimed at business customers and, in "whitelabel" form, wholesale partners. Through its own telephone exchange it offers both traditional voice services and virtual switchboard and unified communication services. (www.xstream.biz)
OpNet is a leading national wholesale operator in building and operating 5G 3GPP, Fixed Wireless Access (FWA) and fiber optic networks.
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