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Antares Vision M&A Activity 2026

Mar 20, 2026

4255_rns_2026-03-20_a11e51d0-e6a8-4547-81e1-9126478c7d8b.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.

INFOSPACE

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.


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")


END OF THE REOPENING OF THE TERMS OF THE OFFER

PROVISIONAL RESULTS OF THE REOPENING OF THE TERMS: AGGREGATE SHAREHOLDING OF CRANE NXT ITT EQUAL TO 97.03% OF THE SHARE CAPITAL FULLY DILUTED

THE SHARES OF ANTARES VISION WILL BE DELISTED FROM EURONEXT MILAN, STAR SEGMENT


Milan, 20 March 2026 — Crane NXT Inspection and Tracking Technologies S.p.A. (“Crane NXT ITT” or the “Offeror”) hereby announces that, on the date hereof, the reopening of the terms (the “Reopening of the Terms”) concerning 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”), has concluded.

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”).

Provisional results of the Reopening of the Terms

On the basis of the provisional results received from Equita and Intermonte, acting as Intermediaries in Charge of Coordinating the Collection of Acceptances, at the end of the Reopening of the Terms an

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.

aggregate of no. 10,838,309 Shares have been tendered, representing 14.96% of the share capital of the Issuer on the date thereof, as well as 14.96% of the Fully Diluted Share Capital and 36.03% of the Shares Subject to the Offer fully diluted, for a total consideration (calculated based on the Offer Price of Euro 5,00 per Share tendered to the Offer) equal to Euro 54,191,542.00.

The payment of the Offer Price for the Shares tendered to the Offer during the Reopening of the Terms will take place, against the simultaneous transfer of title to such Shares in favour of the Offeror, on the Settlement Date Following the Reopening of the Terms (i.e., 27 March 2026).

It should be noted that, on 20 March 2026, the Offeror purchased Shares outside the Offer at a price per Share not greater than the Offer Price, as disclosed to CONSOB and the market pursuant to Article 41, paragraph 2, letter c), of the Issuers' Regulation, for an aggregate number of no. 4,500,000 Shares, representing 6.21% of the share capital of the Issuer as of the date thereof and 6.21% of the Fully Diluted Share Capital of the Issuer.

Accordingly, on the basis of the provisional results of the acceptances to the Offer received during the above-mentioned Reopening of the Terms (if confirmed), considering the notice of the aggregate amount of voting rights most recently published by Antares Vision on 14 March 2026 pursuant to and for the purposes of Article 85-bis, paragraph 4-bis, of the Issuers' Regulation, as well as considering:

(i) the no. 12,593,333 Shares tendered to the Offer during the Acceptance Period, representing 17.39% of the share capital of the Issuer on the date thereof and 17.38% of the Fully Diluted Share Capital of the Issuer;

(ii) the no. 4,500,000 Shares acquired by the Offeror on the market outside the Offer during the Reopening of the Terms, representing 6.21% of share capital of the Issuer on the date thereof and 6.21% of the Fully Diluted Share Capital of the Issuer;

(iii) the no. 23,467,567 Shares directly held by the Offeror prior to the commencement of the Acceptance Period, representing 32.40% of share capital of the Issuer on the date thereof and 32.39% of the Fully Diluted Share Capital of the Issuer;

(iv) 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, representing 26.05% of share capital of the Issuer on the date thereof and 26.04% of the Fully Diluted Share Capital of the Issuer;

(v) the no. 33,916 Treasury Shares, representing 0.05% of share capital of the Issuer on the date thereof and 0.05% of the Fully Diluted Share Capital of the Issuer,

following completion of the Offer, the Offeror, jointly with the Persons Acting in Concert, will hold (i) directly an aggregate shareholding representing 97.00% of the share capital of the Issuer on the date thereof and 96.99% of the Fully Diluted Share Capital of the Issuer and, indirectly, also considering the Treasury Shares, an aggregate shareholding representing 97.05% of the share capital of the Issuer on the date thereof and 97.03% of the Fully Diluted Share Capital of the Issuer, as well as (ii) following the completion of the acquisition by the Offeror of the Second Tranche of the Regolo Sale that will occur on the Settlement Date Following the Reopening of the Terms, an aggregate shareholding representing 97.05% of the voting rights exercisable in the Shareholders' Meeting of Antares Vision and 97.03% of the fully diluted voting rights exercisable in the Shareholders' Meeting of Antares Vision (net of no. 33.916 Treasury Shares).

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.

It is reminded that, further to the press releases issued on 6 and 11 March 2026, pursuant to the Regolo Sale and Purchase Agreement, the Regolo Shareholding, the Forestelli Shareholding and the Additional Forestelli Shareholding, which together constitute the Second Tranche of the Regolo Sale (equal to an aggregate of no. 18,865,894 Shares, representing 26.05% of the share capital of the Issuer on the date hereof and 26.04% of the Fully Diluted Share Capital), 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 an aggregate consideration of Euro 94,329,470.00) on the Settlement Date Following the Reopening of the Terms (i.e., 27 March 2026), with the subsequent reduction of the aggregate voting rights of the Issuer exercisable in the Shareholders' Meeting of Antares Vision to no. 72,401,787 and fully diluted voting rights of the Issuer exercisable in the Shareholders' Meeting of Antares Vision to no. 72,415,116.

Satisfaction of the requirements for the exercise of the Right to Acquire pursuant to Article 111 of the CFA and fulfilment of the Obligation to Acquire pursuant to Article 108, paragraph 1, of the CFA.

In light of the foregoing, on the basis of the above-mentioned provisional results (if confirmed), (i) following completion of the Reopening of the Terms, the Offeror, jointly with the Persons Acting in Concert, will come to hold an aggregate shareholding greater than 95% of the share capital of the Issuer and (ii) given that the Offeror has declared in the Offer Document its intention, in such scenario, to exercise the right to purchase to acquire the remaining outstanding Shares pursuant to Article 111 of the CFA, the legal requirements for the exercise of the Right to Acquire pursuant to Article 111 of the CFA will be satisfied in relation to the remaining maximum no. 2,150,013 Shares (including the n. 13,329 shares not yet issued on the date thereof), representing 2.97% of the Fully Diluted Share Capital.

Accordingly, following confirmation of such provisional results, the Offeror – as declared in the Offer Document – by exercising the Right to Acquire, where the relevant conditions are satisfied, will also fulfil the Obligation to Acquire pursuant to Article 108, paragraph 1, of the CFA in respect to those shareholders of the Issuer who have so requested, thereby implementing the Joint Procedure.

Pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulation, Borsa Italiana will order the suspension of the Shares from trading and the Delisting in accordance with the timetable that will be communicated by the Offeror within the time limits set by law and taking into account the time required for the exercise of the Right to Acquire.

As indicated in the Offer Document, the Offeror will confirm in the Notice on the Final Results of the Offer Following the Reopening of the Terms pursuant to Article 41, paragraph 6, of the Issuers' Regulation whether the requirements for the exercise of the Right to Acquire have been satisfied. In such event, the Notice on the Final Results of the Offer Following the Reopening of Terms will contain information on: (i) the quantity of the residual Shares subject to the Offer (expressed both as the number of Shares and as a percentage of the entire share capital of the Issuer); (ii) the modalities and timing in which the Offeror will exercise the Right to Acquire and simultaneously fulfil the Obligation to Acquire pursuant to Article 108, paragraph 1, of the CFA, thereby implementing the Joint Procedure; and (iii) the modalities and timing of the Delisting.

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

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.

(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 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