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Antares Vision — M&A Activity 2026
Mar 6, 2026
4255_rns_2026-03-06_7f984a99-08c2-4f32-ad97-3bc2ad333f0a.pdf
M&A Activity
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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.
INFOSINFOND
Communication 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 COMMUNICATION IS PROHIBITED IN ANY JURISDICTION WHERE IT WOULD CONSTITUTE A VIOLATION OF THE RELIVANT 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.
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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")
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CRANE NXT ITT EXCEEDS THE 67% THRESHOLD OF THE SHARE CAPITAL AND VOTING RIGHTS OF ANTARES VISION
CRANE NXT ITT TO ACQUIRE THE SECOND TRANCHE OF THE REGOLO SALE FOLLOWING COMPLETION OF THE OFFER
FRIDAY, 6 MARCH 2026, LAST DAY OF THE ACCEPTANCE PERIOD WITHOUT PREJUDICE TO THE REOPENING OF THE TERMS
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Milan, 5 March 2026 — With regard to the mandatory totalitarian tender offer (the “Offer”), launched by Crane NXT Inspection and Tracking Technologies S.p.A. (“Crane NXT ITT” or the “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 (the “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 basis of the acceptances of the Offer received during the Acceptance Period up to the date hereof, the Offeror will hold, following completion of the Offer, an aggregate shareholding exceeding the threshold of 67% of the share capital and voting rights of the Issuer.
Specifically, the Offeror hereby announces that, on the basis of the daily results received from Equita and Intermonte, acting as Intermediaries in Charge of Coordinating the Collection of Acceptances, during the Acceptance Period which commenced on 16 February 2026 and up to the date hereof, an aggregate of no. 7,835,865 Shares have been tendered to the Offer, representing approximately 26.05% of the Shares Subject to the Offer and 10.82% of the Fully Diluted Share Capital of the Issuer.
Not for release, publication or distribution, in whole or in part, directly or indirectly in, into or from the United States of America, Australia, Canada or Japan
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.
Accordingly, considering:
(i) the no. 7,835,865 Shares tendered to the Offer during the Acceptance Period up to the date hereof (representing 10.82% of the Fully Diluted Share Capital of the Issuer);
(ii) the no. 23,467,567 Shares directly held by the Offeror prior to the commencement of the Acceptance Period (representing 32.39% of the Fully Diluted Share Capital of the Issuer);
(iii) the aggregate no. 18,865,894 Shares held by the Persons Acting in Concert prior to the commencement of the Acceptance Period, constituting the Second Tranche of the Regolo Sale (representing 26.04% of the Fully Diluted Share Capital of the Issuer),
following completion of the Offer, save for any additional acceptance of the Offer received before the end of the Acceptance Period, the Offeror, jointly with the Persons Acting in Concert, will directly hold an aggregate shareholding equal to: (i) 69.25% of the Fully Diluted Share Capital of the Issuer and (ii) following completion of the acquisition by the Offeror of the Second Tranche of the Regolo Sale, 69.28% of the voting rights exercisable at the Shareholders' Meetings of Antares Vision (net of no. 33,916 Treasury Shares).
It is also recalled that the Acceptance Period of the Offer will end at 5:30 p.m. (CET) on 6 March 2026. In this regard, it should be noted that, as a result of the exceeding of the aforementioned threshold of two-thirds of the Fully Diluted Share Capital of the Issuer, pursuant to and for the purposes of Article 40-bis, paragraph 1, letter b), of the Issuers' Regulation, the Acceptance Period of the Offer will be reopened for the trading sessions of 16 March, 17 March, 18 March, 19 March and 20 March 2026, save for the event that, at the end of the Acceptance Period, the conditions set out in Article 40-bis, paragraph 3, letter b), of the Issuers' Regulation for the non-application of the Reopening of the Terms are satisfied.
In light of the foregoing, and considering that the threshold of 67% of the voting rights exercisable at the Shareholders' Meetings of Antares Vision (net of no. 33,916 Treasury Shares) has been exceeded and taking into account the Reopening of the Terms, pursuant to the Regolo Sale and Purchase Agreement, the Regolo Shareholding, the Forestelli Shareholding and the Additional Forestelli Shareholding, which jointly constitute the Second Tranche of the Regolo Sale (equal to an aggregate of no. 18,865,894 Shares, representing 26.04% of the Fully Diluted Share Capital of the Issuer), will be acquired by the Offeror at a unit price equal to the Offer Price (i.e., Euro 5.00 per Shares and therefore for a total consideration of Euro 94,329,470.00) on the Settlement Date Following the Reopening of the Terms (i.e., 27 March 2026), with the consequent loss of the increase voting rights attached to the Regolo Shareholding.
The capitalized terms used in this press release, unless otherwise defined, shall have the meaning ascribed to them under the offer document pertaining to the Offer, approved by CONSOB with resolution no. 23859 dated 4 February 2026 and published on 13 February 2026 (the "Offer Document").
It is reminded that, for any request or information regarding the Offer, the holders of the Issuer's shares may use the following information channels set up by the Global Information Agent: the dedicated e-mail account ([email protected]), toll-free number 800 126 341 (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 Acceptance Period, Monday through Friday from 9:00 a.m. (CET) to 6:00 p.m. (CET). The reference website of the Global Information Agent is https://transactions.sodali.com/.
Not for release, publication or distribution, in whole or in part, directly or indirectly in, into or from the United States of America, Australia, Canada or Japan
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.
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 has published 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 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.
Not for release, publication or distribution, in whole or in part, directly or indirectly in, into or from the United States of America, Australia, Canada or Japan
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.
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.
Not for release, publication or distribution, in whole or in part, directly or indirectly in, into or from the United States of America, Australia, Canada or Japan