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TAR - THE BOARD OF DIRECTORS OF LA SIA S.P.A. APPROVES THE ISSUER’S STATEMENT IN RELATION TO THE MANDATORY PUBLIC PURCHASE AND EXCHANGE OFFER

Company: La SIA S.p.A. Date: 2025-06-18 Language: English Register to download

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**PRESS RELEASE**

## **THE BOARD OF DIRECTORS OF LA SIA S.P.A. APPROVES THE ISSUER'S STATEMENT DRAWN UP IN ACCORDANCE WITH ART. 103, PARAGRAPH 3, OF LEGISLATIVE DECREE NO. 58/1998 AND ART. 39 OF THE CONSOB REGULATION ADOPTED WITH RESOLUTION NO. 11971/1999 IN RELATION TO THE MANDATORY PUBLIC PURCHASE AND EXCHANGE OFFER FOR ALL SHARES LAUNCHED BY MARE ENGINEERING GROUP S.P.A. ON THE SHARES OF LA SIA S.P.A.**

**Rome, June 18, 2025** - The Board of Directors of La SIA S.p.A. ("La SIA" or the "Company"), whose shares are traded on the Euronext Growth Milan multilateral trading facility, organized and managed by Borsa Italiana S.p.A., met today and approved unanimously the press release (the "**Issuer's Press Release**") prepared pursuant to art. 103, paragraph 3, of Legislative Decree no. 58/1998 (the "TUF") and art. 39 of the Consob Regulation adopted with resolution no. 11971/1999 (the "**Issuers' Regulation**"), relating to the total public purchase and exchange offer (the "**Offer**") launched by Mare Engineering Group S.p.A. (the "**Offeror**") – pursuant to arts. 102 and 106, paragraph 1, of the TUF and mandatory pursuant to art. 12 of the articles of association of La SIA – concerning a maximum of 1.666.500 ordinary shares of La SIA, representing 29,4% of the share capital of the Issuer, less the 4.000.000 La SIA shares representing approximately 70,6% of the share capital of La SIA already owned by the Offeror.

The Issuer's Notice contains the reasoned assessment of the Board of Directors on the Offer and on the financial appropriateness of the related consideration, composed of: (i) a component represented by ordinary shares of Mare Group, equal to no. 0,64 ordinary shares, without nominal value, newly issued, with regular entitlement; and (ii) a cash component, equal to Euro 0,63084. Taking into account the minimum trading lot for the La SIA Shares, the consideration offered by the Offeror to those accepting the Offer is equal to no. 320 Mare ordinary Shares plus a cash adjustment equal to Euro 315,42 for each minimum lot of 500 La SIA Shares brought to accept the Offer (the "**Consideration**").

For the purposes of its assessments, the Board of Directors: (i) has acknowledged the Offer and the terms and conditions thereof described in the offer document (the "Offer Document"); (ii) has taken into account the fairness opinion issued today by EnVent Italia SIM in its capacity as financial advisor appointed by the independent directors, as well as the opinion issued today by the independent directors, not related to the Offeror, pursuant to art. 39-bis of the Issuers' Regulation, who deemed the Consideration to be appropriate from a financial point of view.

At the end of the meeting, the Board of Directors, unanimously, deemed the Consideration to be financially appropriate.

For the details and considerations formulated by the Board of Directors, please refer to the Issuer's Statement which will be attached to the Offer Document, together with the opinion of the independent director (to which the fairness opinion of EnVent Italia SIM is attached). The Offer Document will be made available to the market by the Offeror in the terms and with the methods established by law, among other things, on the Company's website, at https://lasia.it/, section "Investor Relations / OPAS 2025".

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## **PRESS RELEASE**

This press release is available on the Company's website https://lasia.it/investor-relations/, "Investor Relations/Press Releases" section.

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For the transmission of regulated information La SIA S.p.A. uses the dissemination system (SDIR) "1 Info" available at www.1info.it managed by Computershare S.p.A. with registered office in Via Lorenzo Mascheroni 19, Milan.

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## **Contacts**

| Investor Relator                                 | Euronext Growth<br>Advisor          |
|--------------------------------------------------|-------------------------------------|
| Alessandra Speranza                              | illimity Bank S.p.A.                |
| Viale Luigi Schiavonetti 286, 00173 Rome<br>(RM) | Via Soperga 9, 20124 Milan          |
| +39 0645441972                                   | +39 0282849699                      |
| investorrelator@lasia.it                         | lasia@illimity.com                  |
|                                                  |                                     |
| Specialist                                       | Investor & Media Relations          |
| MiT Sim S.p.A.                                   | Twister Communications Group S.r.l. |
| Corso Venezia 16, 20121 Milan                    | Via Valparaiso, 3 -<br>20144 Milan  |
| + 39 0230561270                                  | +39 02438114200                     |
| investor.relations@mitsim.it                     | Lucia Saluzzi lasia@twistergroup.it |

## **The Company**

La SIA S.p.A. is an innovative SME active in the engineering and design sector, specialising in the design of infrastructures in the fields of telecommunications, civil construction, mobility infrastructures and energy plants, using state-of-the-art technologies and specific know-how. La SIA is among the top 100 engineering companies in Italy, and among the first movers in the introduction of the BIM (Building Information Modeling) methodology, also used for safety, predictive maintenance and the protection of the country's artistic and historical heritage. The Company, established in 2004, operates through three business lines: the 'Civil & Design' line, specialising in the architectural, structural and plant design of complex buildings such as hospitals, data centres and stadiums, guaranteeing high quality and sustainability; the 'Utility & Infrastructure' line, focused on the management and design of infrastructures related to energy, road and rail networks, with particular attention to digital technologies and energy efficiency, and the design of medium voltage and photovoltaic systems; and finally the 'Telecommunications' line, entirely dedicated to the design and construction of fibre optic and mobile radio networks.

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