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Antares Vision M&A Activity 2026

Mar 11, 2026

4255_rns_2026-03-11_30a9c0a9-db6c-42d9-ae96-9ac22081dc34.pdf

M&A Activity

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This English translation of the press release pursuant to Article 41, paragraph 6, 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 41, paragraph 6, 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 41, paragraph 6, 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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FINAL RESULTS OF THE OFFER: AGGREGATE SHAREHOLDING OF CRANE NXT ITT, JOINTLY WITH THE PERSONS ACTING IN CONCERT, EQUAL TO 75,86% OF THE SHARE CAPITAL

REOPENING OF THE TERMS OF THE ACCEPTANCE PERIOD CONFIRMED FOR THE TRADING SESSIONS OF 16, 17, 18, 19 AND 20 MARCH 2026 (INCLUSIVE) – SETTLEMENT DATE FOLLOWING THE REOPENING OF THE TERMS ON 27 MARCH 2026

CRANE NXT ITT TO ACQUIRE THE SECOND TRANCHE OF THE REGULO SALE ON THE SETTLEMENT DATE FOLLOWING THE REOPENING OF THE TERMS

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Milan, 11 March 2026 — Further to the press release issued on 6 March 2026, Crane NXT Inspection and Tracking Technologies S.p.A. ("Crane NXT ITT" or the "Offeror") hereby announces, pursuant to Article 41, paragraph 6, of the Issuers' Regulation, the final results of the acceptances to the mandatory totalitarian tender offer (the "Offer"), launched by 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 ("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 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").

FINAL RESULTS OF THE OFFER

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 41, paragraph 6, 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 41, paragraph 6, of CONSOB Regulation no. 11971/1999 is the only authentic version and shall prevail in case of any discrepancy.

On the basis of the final results of the Offer received from Equita and Intermonte, acting as Intermediaries in Charge of Coordinating the Collection of Acceptances, at the end of the Acceptance Period an aggregate of no. 12,593,333 Shares have been tendered, representing 17.38% of the Fully Diluted Share Capital of the Issuer and 41.86% of the Shares Subject to the Offer.

The total number of Shares tendered to the Offer during the Acceptance Period is therefore confirmed compared to the provisional results of the Offer announced by the Offeror on 6 March 2026.

During the period comprised between the Date of the Offer Document (i.e., 13 February 2026) and the closing date of the Acceptance Period (i.e., 6 March 2026), neither the Offeror nor the Persons Acting in Concert have made any purchases of Shares outside the Offer.

Accordingly, considering:

(i) the no. 12,593,333 Shares tendered to the Offer according to the provisional results of the Offer, equal to 17.38% 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, equal to 32.39% of the Fully Diluted Share Capital of the Issuer;

(iii) the aggregate no. 18,865,894 Shares held by Persons Acting in Concert prior to the commencement of the Acceptance Period, constituting the Second Tranche of the Regolo Sale, equal to 26.04% of the Fully Diluted Share Capital of the Issuer;

(iv) the no. 33,916 Treasury Shares, equal to 0.05% of the Fully Diluted Share Capital of the Issuer,

on the Settlement Date, the Offeror, jointly with the Persons Acting in Concert, will hold directly an aggregate shareholding equal to 75.81% of the Fully Diluted Share Capital of the Issuer and, indirectly, taking into account the Treasury Shares, an aggregate shareholding equal to 75.86% of the Fully Diluted Share Capital of the Issuer.

PAYMENT OF THE OFFER PRICE

The Offer Price due to the holders of Shares tendered to the Offer, equal to Euro 5.00 (five/00) per Share, will be paid to the tendering shareholders on the Settlement Date, i.e., on 13 March 2026, against the simultaneous transfer of title to such Shares to the Offeror. On the basis of the above final results of the Offer, the aggregate consideration of the Offer to be paid by the Offeror on the Settlement Date to the holders of the Shares tendered to the Offer amounts to Euro 62,966,665.00.

The Offer Price will be paid in cash. The Offer Price will be paid by the Offeror, through the Intermediaries in Charge of Coordinating the Collection of Acceptance, to the Intermediaries in Charge, which will transfer the funds to the Depository Intermediaries for to the account of their respective clients, in accordance with the instructions provided by the shareholders tendering their Shares to the Offer.

The Offeror's obligation to pay the Offer Price shall be deemed fulfilled when the relevant amounts have been transferred to the Intermediaries in Charge. It remains the sole responsibility of the Tendering Parties to bear the risk that the Intermediaries in Charge or Depository Intermediaries fail to transfer such sums to the beneficiaries or delay the transfer thereof.

REOPENING OF THE TERMS

In light of the above final results of the Offer, considering that the Offeror, jointly with the Persons Acting in Concert, has reached a shareholding exceeding two thirds of the Fully Diluted Share Capital of the Issuer, it is hereby announced and confirmed that, pursuant to Article 40-bis, paragraph 1, letter b), no.

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 41, paragraph 6, 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 41, paragraph 6, of CONSOB Regulation no. 11971/1999 is the only authentic version and shall prevail in case of any discrepancy.

1, of the Issuers' Regulation, the Reopening of the Terms will take place for a period of 5 (five) Trading Days starting from the Trading Day following the Settlement Date and, specifically, for the trading sessions of 16 March, 17 March, 18 March, 19 March and 20 March 2026 (inclusive). The Reopening of the Terms will therefore begin on 8:30 a.m. (CET) on 16 March 2026 and will end on 5:30 p.m. (CET) on 20 March 2026 (inclusive).

The Offeror will pay the Offer Price to each Antares Vision shareholder who has tendered their Shares during the Reopening of the Terms on the Settlement Date Following the Reopening of the Terms, corresponding to the 5th (fifth) Trading Day following the end of the Reopening of the Terms, i.e., on 27 March 2026.

The final results of the Offer following the Reopening of the Terms will be announced by the Offeror by means of a specific press release, that will be published, pursuant to Article 41, paragraph 6, of the Issuers' Regulation, by the Offeror, by 7:29 a.m. (CET) of the Trading Day prior to the Settlement Date Following the Reopening of the Terms (i.e., 26 March 2026) (the "Notice of the Final Results Following the Reopening of the Terms").

It should be recalled that, as indicated in the Offer Document, the Offer is aimed at acquiring the entire share capital of the Issuer and, in any event, achieving the Delisting. Therefore, as specified in the Offer Document, taking into account the Reopening of the Terms: (i) in the event that the Offeror holds a shareholding in the share capital of Antares Vision exceeding 90% but below 95%, the Offeror will not restore a free float sufficient to ensure the regular trading of the Shares and will fulfil the Obligation to Acquire pursuant to Article 108, paragraph 2, of the CFA; and/or, should the threshold of 95% of the share capital of Antares Vision be reached, the Offeror will carry out the Joint Procedure for the exercise of the Right to Acquire pursuant to Article 111 of the CFA and the fulfilment of the Obligation to Acquire pursuant to Article 108, paragraph 1, of the CFA; or (ii) if a shareholding in the share capital of Antares Vision equal to or below 90% is reached and, therefore, the conditions for the fulfilment of the Obligation to Acquire pursuant to Article 108, paragraph 2, of the CFA or the Obligation to Acquire pursuant to Article 108, paragraph 1, of the CFA and the exercise of the Right to Acquire pursuant to Article 111 of the CFA are not met, the Delisting will be achieved through, where possible, the execution of the Direct Merger, i.e., the merger by incorporation of the Issuer into the Offeror.

The Offeror will announce and confirm any occurrence of the conditions provided by law for the triggering of the Obligation to Acquire pursuant to Article 108, paragraph 2, of the CFA or the Obligation to Acquire pursuant to Article 108, paragraph 1, of the CFA and the Right to Acquire pursuant to Article 111 of the CFA, as well as the information relating to the possible Delisting, in the Notice of the Final Results Following the Reopening of the Terms of the Offer.

ACQUISITION OF THE SECOND TRANCE OF THE REGOLO SALE

On the basis of the above final results of the Offer, following completion of the Offer the Offeror will hold an aggregate shareholding (including the Second Tranche of the Regolo Sale without taking into account the Increased Voting Rights) equal to 75.85% of the voting rights exercisable at the shareholders' meetings of Antares Vision (net of the 33,916 Treasury Shares).

Therefore, pursuant to the Regolo Sale and Purchase Agreement, in light of the exceeding of the threshold of 67% of the voting rights exercisable at the shareholders' meetings of Antares Vision (net of Treasury Shares) following the Offer and taking into account the Reopening of the Terms, the Regolo Shareholding, the Forestelli Shareholding and the Additional Forestelli Shareholding, which constitute to the Second Tranche of the Regolo Sale (equal to an aggregate no. of 18,865,894 Shares, representing

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 41, paragraph 6, 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 41, paragraph 6, of CONSOB Regulation no. 11971/1999 is the only authentic version and shall prevail in case of any discrepancy.

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 Share 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).

The completion of the acquisition by the Offeror of the Second Tranche of the Regolo Sale on the Settlement Date Following the Reopening of the Terms will result in the loss of the Increased Voting Rights attached to the Regolo Shareholding (consisting of a aggregate no. of 18,174,683 Shares, representing, by virtue of the Increased Voting Rights attached thereto as of today, 40.13% of the fully diluted voting rights exercisable at the shareholders' meetings of the Issuer (net of Treasury Shares)), with the consequent reduction of the total number of the fully diluted voting rights of the Issuer to 72,415,116.


The Offer Document, containing a detailed description of the terms and conditions of the Offer, is available to the public for consultation at: (i) the registered offices of Equita SIM S.p.A., in Milan, Via Turati no. 9, and Intermonte SIM S.p.A., in Milan, Galleria De Cristoforis no. 7/8, acting as Intermediaries in Charge of Coordinating the Collection of Acceptances; (ii) the registered offices of the Appointed Intermediaries; (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); and (vi) the website of the Global Information Agent (https://transactions.sodali.com/).

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 41, paragraph 6, 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 41, paragraph 6, 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 41, paragraph 6, 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 41, paragraph 6, 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