Servizi Italia

M&A Activity • Jul 15, 2022

Informazione Regolamentata n. 0868-74-2022		Data/Ora Ricezione 15 Luglio 2022 14:40:09	Euronext Star Milan
Societa'	:	SERVIZI ITALIA
Identificativo Informazione Regolamentata	:	164910
Nome utilizzatore	:	SERVIZIITAN03 - Giliotti
Tipologia	:	3.1
Data/Ora Ricezione	:	15 Luglio 2022 14:40:09
Data/Ora Inizio Diffusione presunta	:	15 Luglio 2022 14:40:10
Oggetto	:	Servizi Italia exercises its option to acquire an additional 25% of the capital of its subsidiary Steritek S.p.A.
Testo del comunicato

Vedi allegato.

SERVIZI ITALIA exercises its option to acquire an additional 25% of the capital of its subsidiary Steritek S.p.A., further consolidating its market position in sterilization process validation services.

Castellina di Soragna (PR), 15 July 2022

Servizi Italia S.p.A. ("Servizi Italia"), a company listed on the Euronext STAR Segment of the Italian Stock Exchange and a leader in Italy in the field of integrated services for the rental, washing and sterilization of textiles and surgical instruments for hospital facilities, announces that it has acquired – by the exercise of the option ("Call Option") due to Servizi Italia –an additional 25.0% of the share capital, of Steritek S.p.A. ("Steritek" or the "Company"), a leading Italian operator in the provision of validation services and systematic control of sterilization processes and washing systems for surgical instruments, as well as in the provision of ancillary services for public and private healthcare facilities, thus arriving at holding 95.0% of the share capital of the Company.

The 25.0% of the Company share capital is amounted to Euro 1.34 million. Pricing was based on the audited 2020 and 2021 results and the Company's net financial position as of the call option exercise date.

The transaction continues as communicated on 5 September 2017, and is carried out with the same purposes that will allow Servizi Italia to come to hold 100% of the Company, breaking down the exercise of the remaining 30.0% of the shares' capital into two stages:

• i. Today's acquisition of 25.0% of the Company's capital through exercise of call option;
• ii. Assignment to Servizi Italia and the seller, holder of the remaining 5.0% of the Steritek share capital and CEO of the Company, of options to buy (call) and sell (put), respectively, aimed at enabling Servizi Italia to come to hold the entire capital of the Company within 4 years (2026) or within 7 years (2029).

The deferred purchase of the remaining 5.0% of the Company's shares is aimed at further consolidating the fruitful partnership relationship between Servizi Italia and the seller.

The exercise price of the put/call options, which will allow Servizi Italia to acquire the remaining 5.0%, it will be calculated on the basis of the results recorded by the Company during the last two years prior to the options exercise date.

From 2017 to 2021, the Company shew a CAGR of 5.8%, recording revenues of Euro 3.35 million, operating income (EBIT) of Euro 0.71 million, net income of Euro 0.48 million, and a positive net financial position of Euro 1.27 million as of 31 December 2021.

The purchase of the Company will be financed through bank debt and part of the Price is also paid as consideration for the non-competition agreement signed by the sellers.

It should be noted that the transaction:

• did not require prior notification to the AGCM in accordance with the provisions of Article 16 paragraph 1 of Law 287/90 by Article 5-bis of Decree-Law 1/2012 converted, with amendments, by Law March 24, 2012, no. 27 bearing "Urgent provisions for competition, infrastructure development and competitiveness";
• with reference to the provisions of Article 71 of the Issuers' Regulations, is "not significant" taking into account the parameters provided by the applicable regulations;
• does not present particular current or potential risks of conflict of interest with the parties involved and has no significant effect on the safeguarding of the company's assets or on the completeness and accuracy of information, including accounting information, relating to Servizi Italia.

This press release is disclosed using emarket SDIR system and it is now available on Company's website (www.servizitaliagroup.com) as well as on eMarket STORAGE system ().

Servizi Italia S.p.A., a company based in Castellina di Soragna (PR) and listed on the Euronext STAR Milan, has been a leader in Italy in the field of integrated rental, washing and sterilization services for textile materials and medical devices in the healthcare sector for over thirty years. The company, which together with its Italian and foreign subsidiaries forms the Servizi Italia Group, has also expanded its services to the industrial, community and hotel sectors. The Group has a highly technological production platform, articulated in over 50 production plants in 6 countries and counts about 3,600 employees and collaborators: these are the numbers with which Servizi Italia contributes daily to the health and safety of professionals, patients and workers, respecting ethics and the environment in which it operates.

For further information:

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investor@servizitaliagroup.com

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Servizi Italia Arturo Salerni | Marco Dipaola Pietro Giliotti Tel. +39 338 5220260 | Tel. +39 331 6787075 Tel: +39 0524598511 a.salerni@incontra.org | m.dipaola.incontra.org