Antares Vision — M&A Activity 2021

Mar 4, 2021

PRESS RELEASE

FT SYSTEM ACQUIRES PEN-TEC AND TECNEL The Antares Vision Group's strategic program of technological empowerment, sector diversification and broadening of markets continues

Travagliato (Brescia), 4 March 2021 – Today agreement was completed for the complete takeover of Pen-Tec S.r.l. ("Pen-Tec") and Tecnel S.r.l. ("Tecnel") by FT System S.r.l. ("FT System"), the wholly owned subsidiary of Antares Vision.

The acquisition of Pen-Tec and Tecnel enables FT System to further consolidate its technological scalability, intensify its control over the whole inspection process and expand its portfolio of commercial solutions, increasing its specialisation in the food and beverage packaging sector and integrating state of the art and technological replicability into the Group's other products and services.

Fabio Forestelli, CEO FT System: "Thanks to today's strategic operations we will further reinforce our offer of inspection, tracing and smart data technologies. In terms of know-how, experience and customers in the food sector, we are taking on two strongly synergic companies, with their constant search for the best in technological innovation as applicable to Industry 4.0. This enables us to consolidate our market position in the segment of quality control in the food sector, at the same time guaranteeing all our customers completeness and scalability, in terms of both the sector and the product, over the whole range of Antares Vision solutions."

Founded by Roberto Allegri in the 1980s, Tecnel specialises in creating custom electronics for packaging and filling systems, the manufacture of fully-customised hardware and software, as a valid alternative to traditional technologies which are bound to some operating systems, such as PC and PLC. Innovation, compactness, reliability and versatility underpin the solutions offered and make the company the ideal partner in the digital revolution era.

The goal of Pen-Tec, which was set up in 2001 by the same founder as Tecnel, is to expand the know-how and experience it has acquired in the electronics segment into the sector of control and inspection instruments. The company designs checkweighers, X-ray inspection machines – integrating them also into metal detectors, belt weighers and combined belts, equipped with touchscreen panels and self-calibration software. These can guarantee the maximum level of safety and performance that can be obtained from quality control equipment included in the most modern production lines in a range of industrial sectors, such as chemicals, food and beverage, pharmaceuticals, cosmetics and nutraceuticals. The manufacture of devices is achieved with refined, high-performance mechanics combined with innovative electronics, which represents a revolution for the sector. The company has also developed a system to collect and process data which makes it possible to automatically manage in a tailored way the batch-end data produced by the checkweighers, as well as the images of contaminated products detected by the X-ray systems. The package of solutions developed by Pen-Tec is conceived to guarantee at the same time production savings, performance improvement and brand protection. The solutions proposed by Pen-tec are accompanied by technical and technological training for the in-house team on the use and deployment of the instruments, in order to optimise processes and analyse and incorporate regulatory requirements. In addition, the company offers its customers a series of specialist services, including testing, by recreating the working conditions of the plant, and complete analysis of the instrument calibration reports, as well as the efficacy of the expulsion systems and alarms.

PRESS RELEASE

In 2020 Pen-Tec and Tecnel recorded total revenues of 4.8 million euro. The purchase agreement was signed today by FT System and, for Pen-Tec, by the sole shareholder Roberto Allegri, while for Tecnel, it was signed by Roberto Allegri (shareholder), Davide Allegri (shareholder and beneficiary) and Anna Maria Trombini (beneficiary).

Today the sale was also completed of 100% of the shares covered by this contract. This was paid in full in cash. The sale agreement for the shares envisages an upwards or downwards price adjustment depending on whether particular and set turnover goals for 2021 are not met or, on the contrary, are exceeded.

The financial resources to conclude the operation were made available to FT System by Antares Vision, through an infra-group loan. This financing is considered as dealings with a related party for Antares Vision pursuant to the Procedure for Dealings with Related Parties adopted by the latter (since FT System's share capital is wholly owned by Antares Vision). In reference to the same, the exemption as set out in article 3(e) of the aforementioned Procedure has been applied since there are no significant interests held by other related parties of Antares Vision in its subsidiary FT System.

In order to guarantee stability and continuity in managing the companies following the takeover, Roberto Allegri will continue to work at the companies as director until the approval of the financial statements for the year ended 31 December 2025, signing to this end specific management agreements.

FT System was assisted in the takeover by Orsingher Ortu (Legal Advisor and Legal Due Diligence), Studio Marchese (Tax Due Diligence), New Deal Advisor (Financial Due Diligence). Tecnel and Pen-Tec were assisted by Scouting Capital Advisors (Corporate Finance), PwC TLS (Legal) and Studio Cacciani Rinaldi e Associati (Fiscal).

The operations are not significant pursuant to art. 12 of the AIM Regulation for Issuers, since none of the applicable significance indicators exceeds 25%.

* * *

For further information

ISSUER ANTARES VISION S.P.A. VIA DEL FERRO, N. 16 25039 – TRAVAGLIATO (BS) ALIOSCIA BERTO (CFO E INVESTOR RELATOR) TEL.: +39 030 72 83 500 E-MAIL: INVESTORS@ANTARESVISION.COM

IR ADVISOR IR TOP CONSULTING VIA BIGLI, N. 19 20121 – MILANO

NOMINATED ADVISER AND SPECIALIST EQUITA SIM S.P.A. VIA FILIPPO TURATI, N. 9 20121 – MILANO MARCELLO DAVERIO TEL.: +39 02 6204 1 E-MAIL: M.DAVERIO@EQUITA.EU

PRESS RELEASE

TEL.: +39 02 45473884 MARIA ANTONIETTA PIREDDU E-MAIL: M.PIREDDU@IRTOP.COM ANTONIO BUOZZI E-MAIL: A.BUOZZI@IRTOP.COM

About Antares Vision

Listed since April 2019 on the AIM Italia market of the Italian Stock Exchange, Antares Vision Group guarantees the protection of products, people and brands through inspection systems for quality control, Track & Trace solutions for anti-counterfeiting and supply chain transparency, smart data management tools for maximized efficiency and digitalization of the supply chain, from the point of production to the end consumer. The Antares Vision Group is active in the life science sector, including the pharmaceutical, medical device and hospital segments, as well as in other industries, including, primarily, food & beverage, cosmetics and in consumer-packaged goods. The Group reaches over 60 countries worldwide with complete and flexible solutions, hardware and software, with related services: it has five offices in Italy (Brescia, Parma, Piacenza, Latina and Vicenza), 15 foreign branches (Germany [2], France [2], USA [3], Latin America [2], India, Russia, Hong Kong, China, Croatia and Serbia), three Innovation and Research Centers (Italy) and a worldwide network of more than 40 partners. With the twenty years of experience in vision technologies of the two founding partners, the Antares Vision Group is the supplier of ten of the 20 leading pharmaceutical companies in the world (by turnover), with more than 25,000 inspection systems, which ensure everyday product safety and quality, 6,500 quality controls and more than 3,500 serialization modules on lines installed all over the world. With the aim of continuing and supporting the growth and development strategy, during 2019, Antares Vision finalized participation agreements with T2 Software, a Brazilian company specialized in smart data management solutions, and Orobix, an Italian company leader in artificial intelligence services, and acquired 100% of FT System, leader in control and inspection in the beverage sector. In 2020, Antares Vision acquired 82.83% of Tradeticity, a Croatian company specialized in software management of traceability and serialization processes, 100% of Convel, an Italian company specialized in automated inspection machines for the pharmaceutical industry, the assets of Adents High Tech International, a French company specialized in software for serialization and traceability, and 100% of Applied Vision, a global leader in inspection systems for glass and metal containers in food & beverage; in 2021 it reached an agreement for the acquisition of 100% of rfXcel Corporation, a leading US-based "SaaS" company serving the Life Science and Food & Beverage sectors. In 2019, Emidio Zorzella and Massimo Bonardi won the Ernst & Young "Entrepreneur of the Year" award for innovation. For more info: www.antaresvision.com.