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Antares Vision — M&A Activity 2026
Mar 24, 2026
4255_rns_2026-03-24_c6316497-91e1-4804-b37b-9efbef55d1f6.pdf
M&A Activity
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This English translation of the press release pursuant to Articles 41, paragraph 6, and 50-quinquies, paragraph 2, 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 Articles 41, paragraph 6, and 50-quinquies, paragraph 2, of CONSOB Regulation no. 11971/1999 is the only authentic version and shall prevail in case of any
INFOSINOR
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 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.
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Press Release
pursuant to Articles 41, paragraph 6, and 50-quinquies, paragraph 2, 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 EQUAL TO 97,03% OF THE FULLY DILUTED SHARE CAPITAL
PROCEDURES AND TERMS FOR THE FULFILMENT OF THE JOINT PROCEDURE OF 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
DELISTING OF ANTARES VISION SHARES STARTING EFFECTIVE AS AT 31 MARCH 2026
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Milan, 24 March 2026 — With reference 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 (“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, further to the press release issued on 20 March 2026, hereby announces the following in compliance with Articles 41, paragraph 6, and 50-quinquies, paragraph 2, of the Issuers’ Regulation.
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 Reopening of the Terms
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 Articles 41, paragraph 6, and 50-quinquies, paragraph 2, 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 Articles 41, paragraph 6, and 50-quinquies, paragraph 2, of CONSOB Regulation no. 11971/1999 is the only authentic version and shall prevail in case of any
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 Reopening of the Terms an aggregate of no. 10,838,309 Shares have been tendered, representing 14.96% of the Fully Diluted Share Capital of the Issuer and 36.03% of the Shares Subject to the Offer on a fully diluted basis.
The total number of Shares tendered to the Offer during the Reopening of the Terms is therefore confirmed compared to the provisional results of the Reopening of the Terms announced by the Offeror on 20 March 2026.
Accordingly, 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 hereof 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 hereof 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 hereof 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 hereof 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 hereof and 0.05% of the Fully Diluted Share Capital of the Issuer,
on the Settlement Date Following the Reopening of the Terms, the Offeror, jointly with the Persons Acting in Concert, will hold directly an aggregate shareholding equal to 97.00% of the share capital of the Issuer and to 96.99% of Fully Diluted Share Capital of the Issuer and, indirectly, taking into account the Treasury Shares, an aggregate shareholding equal to 97.05% of the share capital of the Issuer and to 97.03% of the Fully Diluted Share Capital of the Issuer.
It is noted that, as already indicated in the press releases issued on 6, 11 and 20 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).
Consequently, on the Settlement Date Following the Reopening of the Terms: (1) the total number of the voting rights of the Issuer exercisable at the Shareholders' Meetings of Antares Vision will be reduced to an aggregate of no. 72,401,787, and the voting rights of the Issuer exercisable at the Shareholders' Meetings of Antares Vision on a fully diluted basis will be reduced to an aggregate of no. 72,415,116; and (2) the Offeror will come to hold, directly, an aggregate of no. 70,265,103 Shares, representing 97.00% of
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 Articles 41, paragraph 6, and 50-quinquies, paragraph 2, 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 Articles 41, paragraph 6, and 50-quinquies, paragraph 2, of CONSOB Regulation no. 11971/1999 is the only authentic version and shall prevail in case of any
the share capital of the Issuer and 97.05% of the voting rights of the Issuer exercisable at the Shareholders’ Meetings of Antares Vision as of the date hereof, and 96.99% of the Fully Diluted Share Capital of the Issuer and 97.03% of the voting rights of the Issuer exercisable at the Shareholders’ Meetings of Antares Vision on a fully diluted basis.
Payment of the Offer Price
The Offer Price due to the holders of Shares tendered to the Offer during the Reopening of the Terms, equal to Euro 5.00 (five/00) per Share, will be paid to the tendering shareholders on the Settlement Date Following the Reopening of the Terms, i.e., on 27 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 Following the Reopening of the Terms to the holders of the Shares tendered to the Offer during the Reopening of the Terms amounts to Euro 54,191,545.00.
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 credit to the accounts 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 once 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.
Procedures and terms 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
In light of the above definitive results of the Offer, the Offeror confirms that the legal requirements have been satisfied for the exercise of the Right to Acquire pursuant to Article 111 of the CFA with respect to the remaining aggregate maximum no. 2,150,013 Shares (including the aggregate no. 13,329 Shares Serving the Incentive Plan and Subject to the Offer which, considering the notice of the total 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, have not yet been issued and allotted to the relevant beneficiary as of the date thereof), representing 2.97% of the Fully Diluted Share Capital of the Issuer (the “Remaining Shares”).
Accordingly, as indicated in the Offer Document, the Offeror will exercise the Right to Acquire pursuant to Article 111 of the CFA and, concurrently, will fulfil the Obligation to Acquire pursuant to Article 108, paragraph 1, of the CFA in respect of those shareholders of the Issuer who have so requested, thereby carrying out the Joint Procedure relating to all Remaining Shares.
Pursuant to Article 108, paragraph 3, of the CFA, as referred to in Article 111 of the CFA, the Right to Acquire will be exercised by the Offeror by paying a consideration for each Remaining Share equal to the Offer Price (i.e., Euro 5.00 for each Remaining Share) (the “Joint Procedure Consideration”). Considering the total number of Remaining Shares, the aggregate consideration for the Joint Procedure will be equal to maximum Euro 10,750,065.00 (the “Aggregate Consideration”).
For the purposes of carrying out the Joint Procedure, on 31 March 2026, the Offeror will confirm to the Issuer: (i) that an amount equal to the Aggregate Consideration has been deposited into the current
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 Articles 41, paragraph 6, and 50-quinquies, paragraph 2, 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 Articles 41, paragraph 6, and 50-quinquies, paragraph 2, of CONSOB Regulation no. 11971/1999 is the only authentic version and shall prevail in case of any
account opened in the Offeror's name with Intesa Sanpaolo Private Banking S.p.A. and pledged exclusively, unconditionally and irrevocably to the payment of the Joint Procedure Consideration (the "Dedicated Account"), and (ii) that such funds are available in the Dedicated Account for the payment of the Joint Procedure Consideration.
Accordingly, the Joint Procedure will occur on 31 March 2026, on which date title to the Remaining Shares will be transferred to the Offeror, with the consequent entries being made by the Issuer in the shareholders' register pursuant to Article 111, paragraph 3, of the CFA.
It is specified that the Right to Acquire is exercised in respect of all the Remaining Shares and that, therefore, regardless of any request for payment of the Joint Procedure Consideration referred to above, as from the date on which notice is given to the Issuer that the Aggregate Consideration has been deposited into the Dedicated Account, title to the Remaining Shares will be transferred to the Offeror.
The holders of the Remaining Shares may obtain payment of the Joint Procedure Consideration directly through their respective intermediaries. The Offeror's obligation to pay the Joint Procedure Consideration shall be deemed fulfilled once the relevant amounts have been transferred to the Intermediaries in Charge from which the Remaining Shares subject to the Joint Procedure originate.
It remains the sole responsibility of the shareholders of Antares Vision to bear the risk that the Depository Intermediaries fail to transfer such sums to the beneficiaries or delay the transfer thereof. Pursuant to Article 2949 of the Civil Code, upon expiry of the five-year statute of limitations period from the date of deposit of the Aggregate Consideration, the Offeror shall be entitled to obtain reimbursement of the deposited amounts not claimed by the persons entitled thereto, without prejudice to the provisions of Articles 2941 et seq. of the Civil Code.
Delisting of Antares Vision Shares
It is noted that pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations, Borsa Italiana will order the suspension of the Shares of the Issuer from trading on Euronext Milan, STAR segment, for the trading sessions of Friday, 27 March 2026 and Monday, 30 March 2026, and the delisting with effect from the trading session of Tuesday, 31 March 2026.
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 Articles 41, paragraph 6, and 50-quinquies, paragraph 2, 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 Articles 41, paragraph 6, and 50-quinquies, paragraph 2, of CONSOB Regulation no. 11971/1999 is the only authentic version and shall prevail in case of any
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 Articles 41, paragraph 6, and 50-quinquies, paragraph 2, 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 Articles 41, paragraph 6, and 50-quinquies, paragraph 2, of CONSOB Regulation no. 11971/1999 is the only authentic version and shall prevail in case of any
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 Articles 41, paragraph 6, and 50-quinquies, paragraph 2, 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 Articles 41, paragraph 6, and 50-quinquies, paragraph 2, of CONSOB Regulation no. 11971/1999 is the only authentic version and shall prevail in case of any
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