Openjobmetis

M&A Activity • Feb 1, 2024

Informazione Regolamentata n. 1803-9-2024	Data/Ora Inizio Diffusione 1 Febbraio 2024 16:31:49		Euronext Star Milan
Societa'	:	OPENJOBMETIS
Identificativo Informazione Regolamentata	:	185924
Utenza - Referente	:	OPENJOBN08 - ESPOSTI
Tipologia	:	2.2
Data/Ora Ricezione	:	1 Febbraio 2024 16:31:49
Data/Ora Inizio Diffusione	:	1 Febbraio 2024 16:31:49
Oggetto	:	OJM_PR confirmation of consideration_ENG
Testo del comunicato

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PRESS RELEASE

SATISFACTORY OUTCOME OF THE DUE DILIGENCE ACTIVITY CARRIED OUT BY GROUPE CRIT ON OPENJOBMETIS

CONFIRMATION OF THE CONSIDERATION FOR THE ACQUISITION OF A MAJORITY STAKE IN OPENJOBMETIS BY GROUPE CRIT

Milan, 1 February 2024 – Following the press release issued on 21 December 2023, Openjobmetis S.p.A. (Italian Stock Exchange: OJM), one of the leading Employment Agencies in Italy, listed on Euronext Milan - STAR segment - managed by Borsa Italiana ("OJM" or the "Company"), announces that the confirmatory due diligence activity on the Company carried out by Groupe Crit S.A. ("Groupe Crit") in relation to the potential acquisition, directly and indirectly, of all the OJM shares held by Omniafin S.p.A, M.T.I. Investimenti S.r.l. and Plavisgas S.r.l., has been successfully completed.

Groupe Crit has also confirmed the price of EUR 16.5 per OJM share (the "Consideration") for the purchase of the aforementioned OJM shares.

Based on the Company's knowledge, the completion of the acquisition is subject to, among other things, the signing of the binding agreements between Groupe Crit and the selling shareholders, as well as to the obtainment of the authorizations, if any, required by the regulations applicable to the transaction.

Should the acquisition of OJM shares held by Omniafin S.p.A, M.T.I. Investimenti S.r.l. and Plavisgas S.r.l. be completed, Groupe Crit would hold a total stake of approximately 57.7% of the share capital of OJM and approximately 54.0% of the voting rights (including treasury shares) and would launch a mandatory tender offer targeting all of the outstanding OJM ordinary shares - and aimed at delisting - at a price per share equal to the Consideration.

Disclaimer

Certain statements contained in this press release could represent forecasts. These statements concern risks, uncertainties and other factors that could cause actual results to differ, even substantially, from expectations. These risks and uncertainties include, but are not limited to, the ability to manage the effects of the macroeconomic cycle, and to acquire new business and integrate it effectively, the ability to acquire new contracts, the ability to effectively manage relationships with customers, the ability to achieve and manage growth, currency fluctuations, changes in local conditions, IT systems issues, risks related to inventories, credit and insurance risks, changes in the tax regime, as well as other political, economic and technological factors and other risks and uncertainty.

Openjobmetis S.p.A. AGENZIA PER IL LAVORO - Aut. Prot. N. 1111-SG del 26/11/2004 Cod. Fisc./P.IVA/Nr. Iscr. Reg. imprese di Milano-MB-Lodi 13343690155 - Capitale Sociale € 13.712.000,00 = i.v. DIREZIONE GENERALE E UFFICI: Via Marsala, 40/C - Centro Direzionale Le Torri - 21013 Gallarate (VA) SEDE LEGALE: Via Assietta, 19 – 20161 Milano Tel. 0331 211501 - info@openjob.it - www.openjobmetis.it PEC openjob@secmail.it - SDI SN4CSRI

Openjobmetis - an overview: Openjobmetis is the Employment Agency established in 2011 as a result of the merger of Openjob SpA and Metis SpA, combining the unique skills and experiences for which they have always been known. Listed since December 2015, Openjobmetis SpA is the first and only Employment Agency in the STAR segment of Euronext Milan (EXM) operated by Borsa Italiana, and is positioned among the leading Italian operators in its field, with revenue of approximately EUR 768,4 million in the year ended 31 December 2022. Openjobmetis SpA, which provides temporary work employment, operates through a network of 160 branches and Specialized Divisions in a wide range of labour market sectors, including: Healthcare, Banking and Finance, Large-Scale Retail Trade, Big Clients, I&CT, Agro-Industrial and, as well as Techne specialized in aerospace, naval and energy thanks to the acquisition of Quanta SpA, a company merged into Openjobmetis with effect from 1 January 2022. Among the services offered, there are also research and selection solutions for direct entry into a company of qualified junior profiles through the Permanent Placement team and the division UNA Forza Vendite which deals with commercial figures and sales agents

Openjobmetis also has the following subsidiaries: (i) Openjob Consulting Srl, active in the management of the financed training activities; (ii) Seltis Hub Srl, the highly specialized vertical competence center focused on recruitment and selection that also operates through the digital platforms Meritocracy and Jobmetoo, (iii) Family Care Srl, APL dedicated to family assistance, (iv) Just On Business SpA, Employment Agency specializing in the healthcare and engineering sectors, and its subsidiary Deine Group Srl. Finally (v) Lyve Srl, a 52.06% subsidiary, a training company.