Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Antares Vision M&A Activity 2026

Feb 4, 2026

4255_rns_2026-02-04_96fd4c1b-d5de-4878-846b-b2a318ab1ba3.pdf

M&A Activity

Open in viewer

Opens in your device viewer

{0}------------------------------------------------

This English translation of the press release pursuant to Article 36 of CONSOB Regulation no. 11971/1999 is for courtesy only and shall not be relied upon by the recipients. The Italian version of the press release pursuant to Article 36 of CONSOB Regulation no. 11971/1999 is the only authentic version and shall prevail in case of any discrepancy.

Press release issued by Crane NXT Inspection and Tracking Technologies S.p.A. and disseminated to the market by Antares Vision S.p.A. on behalf of Crane NXT Inspection and Tracking Technologies S.p.A.

THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE IS PROHIBITED IN ANY JURISDICTION WHERE IT WOULD CONSTITUTE A VIOLATION OF THE RELEVANT APPLICABLE LAW

MANDATORY TOTALITARIAN TENDER OFFER

LAUNCHED BY CRANE NXT INSPECTION AND TRACKING TECHNOLOGIES S.P.A. ON THE ORDINARY SHARES OF ANTARES VISION S.P.A.

*°*°*

Press Release

pursuant to Article 36 of the Regulation adopted by CONSOB by resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented ("Issuers' Regulation")

*°*°*

Approval of the Offer Document by CONSOB

Acceptance Period from 16 February 2026 to 6 March 2026, extremes included (unless extended)

*°*°*

Milan, 4 February 2026 — In relation to the mandatory totalitarian tender offer (the "Offer"), launched by Crane NXT Inspection and Tracking Technologies S.p.A. ("Offeror"), pursuant to, and for the purposes of, Articles 102, 106, paragraph 1, and 109 of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented ("CFA"), and applicable implementing provisions contained in the Issuers' Regulation, on the ordinary shares of Antares Vision S.p.A. ("Antares Vision" or the "Issuer"), the Offeror hereby announces that, on the date hereof, with resolution no. 23859 dated 4 February 2026, CONSOB has approved the offer document pertaining to the Offer (the "Offer Document").

The Offer acceptance period (the "Acceptance Period"), agreed with Borsa Italiana S.p.A. pursuant to Article 40, paragraph 2, of the Issuers' Regulation, subject to prior publication of the Offer Document will begin at 8:30 a.m. (Italian time) on 16 February 2026 and will end at 5:30 p.m. (Italian time) on 6 March 2026 (extremes included), unless the Acceptance Period is extended pursuant to applicable law. Therefore, 6 March 2026 will represent the closing date of the Offer (unless the Acceptance Period is extended), without prejudice to the Reopening of the Terms (as defined below).

{1}------------------------------------------------

On the 5th (fifth) trading day following the end of the Acceptance Period, i.e., on 13 March 2026, unless the Acceptance Period is extended (the "Settlement Date"), the Offeror will pay to each shareholder having accepted the Offer during the Acceptance Period a price in cash equal to Euro 5.00 (five/00) (cum dividend) for each ordinary share of the Issuer tendered to the Offer (the "Offer Price").

Upon the occurrence of the relevant circumstances, pursuant to Article 40-bis of the Issuers' Regulation, the Acceptance Period will be reopened for 5 (five) consecutive trading days starting from the trading day following the Settlement Date and, therefore, unless the Acceptance Period is extended, for the sessions of 16 March, 17 March, 18 March, 19 March and 20 March 2026 from 8:30 a.m. (Italian time) to 5:30 p.m. (Italian time) (the "Reopening of the Terms"). Therefore, in such event, 20 March 2026 will represent the last day to accept the Offer (unless the Acceptance Period is extended).

In case of Reopening of the Terms, the payment of the Offer Price for the ordinary shares of the Issuer tendered to the Offer during the Reopening of the Terms will occur on the 5th (fifth) trading day following the end of the period for the Reopening of the Terms, i.e., on 27 March 2026 (unless the Acceptance Period is extended).

The Offer Document will be published by 13 February 2026 and will be made available to the public for consultation at: (i) the registered offices of Equita SIM S.p.A., in Milan, via Turati no. 9, and of Intermonte SIM S.p.A., in Milan, Galleria De Cristoforis no. 7/8, as intermediaries in charge of the coordination of the acceptances; (ii) the registered office of the intermediaries in charge; (iii) the registered office of the Offeror, in Milan, Corso Italia no. 22; (iv) the registered office of the Issuer, in Travagliato (Brescia), via del Ferro no. 16; (v) the Issuer's website (www.antaresvisiongroup.com); (vi) the Global Information Agent's website (https://transactions.sodali.com/).

The Offer Document will also comprise the Issuer's communication prepared pursuant to Article 103, paragraph 3, of the CFA and Article 39 of the Issuers' Regulation by the Issuer's board of directors, together with the opinion of the Issuer's independent directors prepared pursuant to Article 39-bis of the Issuers' Regulation.

The Offeror will notify the publication of the Offer Document by way of issuance of a press release.

Pending the publication of the Offer Document, for anything not expressly herein indicated, reference is made to the Offeror's communication published on 16 December 2025 pursuant to Articles 102, paragraph 1, of the CFA and 37 of the Issuers' Regulation and available on the Issuer's website (www.antaresvisiongroup.com), as well as on the Global Information Agent's website (https://transactions.sodali.com/).

Furthermore, it is specified that for the purpose of providing information regarding the Offer, the following information channels have been set up by the Global Information Agent: the dedicated e-mail account ([email protected]), toll-free number 800 141 319 (for landline callers from Italy), hotline +39 06 97620599 (for landline, mobile and callers from abroad) and WhatsApp number +39 340 4029760. These channels will be active, for the duration of the

{2}------------------------------------------------

Acceptance Period, on business days, from 9:00 a.m. (Italian time) to 6:00 p.m. (Italian time). The reference website of the Global Information Agent is https://transactions.sodali.com/.

The Acceptance Period mentioned in this press release has not started yet and, therefore, this press release is published for information purposes only and does not constitute an offer to buy, or a solicitation to sell, securities.

{3}------------------------------------------------

THIS PRESS RELEASE MUST NOT BE DISSEMINATED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN ANY COUNTRY WHERE THE DISCLOSURE, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE LAWS OR REGULATIONS, INCLUDING, WITHOUT LIMITATION, THE UNITED STATES OF AMERICA, CANADA, JAPAN AND AUSTRALIA (AND OTHER COUNTRIES, AS DEFINED BELOW).

The mandatory totalitarian tender offer referred to in this press release (the "Offer") is launched by Crane NXT Inspection and Tracking Technologies S.p.A. (the "Offeror" or "Crane NXT ITT") on the ordinary shares of Antares Vision S.p.A. (the "Issuer" or "Antares Vision").

This press release does not constitute, nor is it intended to constitute, an offer to purchase or sell ordinary shares of Antares Vision.

Prior to the commencement of the Acceptance Period, as required under applicable law, the Offeror will publish an Offer Document which shareholders of Antares Vision should carefully review.

The Offer will be launched exclusively in Italy and will be addressed, on equal terms, to all holders of Antares Vision's ordinary shares. The Offer is being made solely in Italy, as Antares Vision's ordinary shares are listed on the STAR segment of Euronext Milan, a regulated market organized and managed by Borsa Italiana S.p.A. and is therefore subject to the procedural and regulatory requirements provided for under Italian law.

The Offer has not been and will not be made or disseminated in the United States of America (or directed to, or for the account or benefit of, U.S. Persons, as defined under the U.S. Securities Act of 1933, as amended), Canada, Japan, or Australia, nor in any other country where the making of the Offer would not be permitted without authorization by the relevant authorities or would otherwise constitute a violation of applicable laws or regulations (such countries, including the United States of America, Canada, Japan, and Australia, collectively, the "Other Countries"). The Offer will not be made using, directly or indirectly, any means or instrumentality of interstate or foreign commerce or of any facilities of a national securities exchange of any of the Other Countries (including, without limitation, postal services, fax, telex, e-mail, telephone or Internet) nor through any intermediary or financial institution of the Other Countries, nor in any other manner. No action has been or will be taken to make the Offer possible in any of the Other Countries.

Any copy, whether in whole or in part, of any document issued by the Offeror in connection with the Offer must not be mailed, forwarded, transmitted or otherwise distributed, directly or indirectly, in or into any of the Other Countries. Any person receiving such documents must not distribute, send or dispatch them (whether by post or by any other means or instrumentality of communication or commerce) into or from any of the Other Countries.

Any acceptance of the Offer resulting from solicitation activities carried out in breach of the above restrictions will not be accepted.

This press release, as well as any other document issued by the Offeror in connection with the Offer, does not constitute and shall not form part of any offer to purchase or any invitation or solicitation of an offer to sell financial instruments in the United States of America or in any of the Other Countries. No securities may be offered, sold or purchased in any of the Other Countries unless such offer, sale or purchase is made pursuant to an exemption from, or in compliance with, the relevant local laws and regulations of such jurisdictions.

This press release has been prepared in accordance with Italian law, and the information disclosed herein may differ from that which would have been disclosed had this Communication been prepared in accordance with the laws of any jurisdiction other than Italy.

This press release and any other document relating to the Offer are accessible in or from the United Kingdom only: (i) by persons having professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) by high-net-worth entities and other persons to whom this Communication may lawfully be

{4}------------------------------------------------

communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). The financial instruments referred to in this press release are available only to Relevant Persons, and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such instruments will be directed only at such persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

Tendering in the Offer by persons resident in countries other than Italy may be subject to specific legal or regulatory restrictions. It is the sole responsibility of any such persons to ensure compliance with those laws and regulations, and therefore, prior to tendering their shares under the Offer, they should verify the existence and applicability of any such restrictions by consulting their own advisers. The Offeror accepts no responsibility for any breach by any person of any of the above restrictions.