El.En.

M&A Activity • Jan 2, 2025

Informazione Regolamentata n. 0481-2-2025	Data/Ora Inizio Diffusione 2 Gennaio 2025 08:49:37		Euronext Star Milan
Societa'	:	El.En.
Identificativo Informazione Regolamentata	:	199995
Utenza - Referente	:	ELENN01 - Romagnoli Enrico
Tipologia	:	REGEM; 3.1; 2.2
Data/Ora Ricezione	:	2 Gennaio 2025 08:49:37
Data/Ora Inizio Diffusione :		2 Gennaio 2025 08:49:37
Oggetto	:	Update on the framework agreement signed with the Chinese company Yangtze Optical Fibre and Cable Joint Stock Ltd
Testo del comunicato

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2.2 3.1 REGEM

press release

Update on the framework agreement signed with the Chinese company Yangtze Optical Fibre and Cable Joint Stock Ltd

FIRENZE, 2ND January 2025 – Following the press release issued on 8th November 2024, El.En. S.p.A., a leading company in the laser market, listed on the Euronext STAR Milan ("STAR") market of the Italian Stock Exchange, hereby gives notice that on December 31st 2024 it has entered into an agreement with the company Yangtze Optical Fibre and Cable Joint Stock Limited Company (a jointstock limited liability company incorporated in the People's Republic of China hereinafter "YOFC") to postpone the 90 days provided by the Framework Agreement for the negotiation of one or more transactions for the possible sale to the Chinese company of the majority stake of the companies included in the Laser Cutting business unit of the El.En. Group.

The framework agreement, therefore, as amended, provides that negotiations shall be concluded by 31 March 2025 and that its effectiveness shall end, as well as by mutual consent, automatically on that date or at the conclusion of the final purchase and sale agreements.

Notwithstanding the foregoing, the other provisions of the original Framework Agreement shall remain unchanged and shall continue to have full force and effect until otherwise agreed by the parties. In defining the further developments of the negotiations and future collaboration, the parties agreed that Cutlite Penta is, and must remain, an Italian brand, and agreed on the importance of eliminating any doubts regarding its identity.

To this end the parties are working towards an agreement where OT-LAS retains its position as the majority shareholder, ensuring control over Cutlite Penta. At the same time, YOFC, as a significant minority shareholder, will contribute through its investments, to the expected rapid growth of Cutlite.

It should be noted that the framework agreement signed represents only the preliminary intention agreed between the parties to proceed with the negotiation based on the agreements in principle reached. All parties involved in the transactions must carry out further analysis and negotiations aimed at deepening the opportunity to sign the purchase agreements based on the results of the checks and evaluations that are being carried out. Therefore, legally binding agreements will only enter into force upon the conclusion of the appropriate definitive purchase and sale agreements signed by the parties.

It should be noted that the definitive transfer of control of the laser cutting division will also be subject, as far as may be relevant, to the completion by YOFC of the procedure required by Legislative Decree 21/2012 and subsequent amendments at the Italian Prime Minister's Office.

Art. 71 CONSOB Issuers' Regulation 11971/1999

Pending the definition of the purchase agreements, it should be noted that pursuant to art. 71 of CONSOB Issuers' Regulation 11971/1999 and the criteria of significance of the sale transactions established by Annex 3B of the Consob Issuers' Regulation cit., if the transaction were to be successful, the parameter of the assets provided for in paragraph B2 of the aforementioned annex could be higher than 25% if the ratio between the total assets of the companies in which the majority shareholding is sold and the total consolidated assets of the El.En. group were considered.

Pursuant to and for the purposes of Article 71, paragraph 1-bis of Consob Issuers' Regulation 11971/1999, it should be noted that on 3 October 2012 the company informed the public of its adherence to the regulatory simplification pursuant to Article 3, letter e) of CONSOB Resolution no. 18079 of 20 January 2012, thus availing itself of the right to waive the obligations to publish the required information documents in the event of significant extraordinary merger transactions, demerger, capital increase through the contribution of assets in kind, acquisition and sale.

El.En. is the leader of a high-tech Industrial Group, operating in the opto-electronic sector, which produces laser sources (gas, semiconductor, solid and liquid state) and innovative laser systems for medical and industrial applications with its own technology and multidisciplinary know-how. The El.En. Group, leader in Italy in the laser market and one of the first operators in Europe, designs, manufactures and markets worldwide:

- Medical laser equipment used in dermatology, surgery, aesthetics, physiotherapy, dentistry, gynecology. - Industrial laser systems for applications ranging from cutting, marking and welding of metals, wood, plastics, glass to the decoration of leathers and fabrics up to the conservative restoration of works of art;

- Systems for scientific/research applications.

Cod. ISIN: IT0005453250 Abbreviation: ELN Traded on Euronext STAR Milan ("STAR") Mkt cap.: 0.9 B euro Cod. Reuters: ELN.MI Cod. Bloomberg: ELN IM

For more information:

The.In S.p.A. Investor Relator Enrico ROMAGNOLI - finance@elen.it Tel. +39 055 8826807

Polytems HIR

Financial Communication, IR and Press Office Bianca FERSINI MASTELLONI - b.fersini@polytemshir.it Paolo SANTAGOSTINO - p.santagostino@polytemshir.it Roberta MAZZEO – r.mazzeo@polytemshir.it Silvia MARONGIU - s.marongiu@polytemshir.it Tel. +39 06-69923324