Relatech

M&A Activity • May 21, 2021

Informazione Regolamentata n. 20162-72-2021		Data/Ora Ricezione 21 Maggio 2021 16:57:48	AIM -Italia/Mercato Alternativo del Capitale
Societa'	:	Relatech S.p.A.
Identificativo Informazione Regolamentata	:	147608
Nome utilizzatore	:	RELATECHN02 - CARULLO
Tipologia	:	REGEM
Data/Ora Ricezione	:	21 Maggio 2021 16:57:48
Data/Ora Inizio Diffusione presunta	:	21 Maggio 2021 16:57:49
Oggetto	:	RELATECH: CLOSING OF THE ACQUISITION OF 60% OF THE SHARE CAPITAL OF DIALOG SISTEMI
Testo del comunicato

Vedi allegato.

PRESS RELEASE

RELATECH: CLOSING OF THE ACQUISITION OF 60% OF THE SHARE CAPITAL OF DIALOG SISTEMI, COMPANY SPECIALIZED IN THE BUSINESS PERFORMANCE MANAGEMENT AND DATA WAREHOUSING SECTOR

Milan, 21 May 2021

Relatech S.p.A., Digital Enabler Solution Knowledge (DESK) Company and innovative SME listed on AIM Italia market (Ticker: RLT), following what was communicated on May 13, 2021, announces that it has completed the acquisition of 60% of the share capital of DIALOG SISTEMI S.r.l. ("Dialog"), a company that offers solutions in the Business Performance Management and Data Warehousing sectors based on a proprietary platform.

The transaction concluded for a consideration of approximately Euro 0.67 million for 60% of the share capital, provided for the payment at the closing of a cash component for approximately Euro 0.44 million and an in kind component through the sale of a total no. 73,134 Relatech treasury shares conventionally valued at an amount of Euro 3.20 each.

It should also be noted that, today, the parties have defined certain amendments to the agreement concerning the acquisition of Dialog, as already disclosed to the market on 13 May 2021. In particular, the parties have agreed that the payment of an additional amount by Relatech to the sellers of a total of EUR 0.25 million, increased by a yield of 3.75% on an annual basis, starting from the closing of the first tranche and until the completion of the payment of this deferred price, will take place within 30 days of the transfer of the remaining 40% of the capital of Dialog, instead of after the approval of the financial statements at 31 December 2022, as originally announced.

The remaining 40% will be acquired by 2024 for a consideration that will be determined by applying specific formulas based, inter alia, on Dialog's EBITDA and NFP values.

The agreement signed with the selling shareholders also contains specific provisions aimed at regulating the terms and conditions of the relationships between them as shareholders of Dialog, as well as certain provisions on corporate governance that are binding until Relatech holds a share participation in the share capital of less than 80% of the capital.

As part of the agreement stipulated for the purpose of the transaction, the selling shareholders of Dialog (not related parties of Relatech) have undertaken a specific lock-up commitment in relation to the Relatech shares purchased, for a duration of 12 months from the closing of the first tranche.

Operational continuity in Dialog is guaranteed through the appointment of a Chief Operating Officer designated by the Sellers.

The operation is carried out exclusively through the use of Relatech's own resources.

This press release is online at www.relatech.com (Investor Relations/Press Release section) .

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Relatech (ticker RLT ISINIT0005433740), Digital Enabler Solution Knowledge (D.E.S.K.) Company, listed on AIM Italia since June 2019, is present on the market with innovative solutions dedicated to the digital transformation of companies. Relatech is an innovative SME focused on customers looking for the most innovative solutions, becoming a strategic partner for digitization and ICT services. Relatech constantly invests in Open innovation with an extensive R&D activity carried out internally and numerous partnerships with the main Italian Universities and research centers. Thanks to its digital platform and cloud based RePlatform, it provides services and develops innovative digital solutions in frontier technologies of Digital Enabler, such as Cloud, Cybersecurity, Blockchain, Big Data, Machine Learning, Artificial Intelligence, Internet of Things.

Contacts

ISSUER Relatech S.p.A. - Investor Relations Veronica Carullo | investor@relatech.com | T: +39 02 2404909 | Via Ercole Marelli, 165 - 20099 Sesto San Giovanni (MI)

NOMAD & SPECIALIST BPER Banca S.p.A. | relatech@bper.it | T: +39 02 7274 9229 | Via Gaetano Negri, 10 - 20123 Milan

INVESTOR & MEDIA RELATIONS ADVISOR IR Top Consulting | ir@irtop.com | T: + 39 02 4547 3883/4 | Via Bigli, 19 - 20121 Milano