Bertolotti

M&A Activity • Oct 19, 2022

Informazione Regolamentata n. 0469-55-2022		Data/Ora Ricezione 19 Ottobre 2022 19:42:00	Euronext Star Milan
Societa'	:	BE
Identificativo Informazione Regolamentata	:	168395
Nome utilizzatore	:	SERVICEN03 - Cornini
Tipologia	:	REGEM
Data/Ora Ricezione	:	19 Ottobre 2022 19:42:00
Data/Ora Inizio Diffusione presunta	:	19 Ottobre 2022 19:42:01
Oggetto	:	Press Release suspension review period
Testo del comunicato

Vedi allegato.

Press release issued by Overlord Bidco S.p.A. and disclosed to the market by Be Shaping the Future S.p.A. on behalf of Overlord Bidco S.p.A.

THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS NOTICE IS PROHIBITED IN ANY JURISDICTION IN WHICH IT CONSTITUTES A VIOLATION OF THE RELEVANT APPLICABLE LAW

Mandatory total tender offer launched by Overlord Bidco S.p.A. on the ordinary shares of Be Shaping the Future S.p.A.

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PRESS RELEASE

pursuant to articles 36 and 38, paragraph 1, of the regulation adopted by Consob with resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented ("Issuers' Regulation").

SUSPENSION OF THE TIME LIMIT FOR THE REVIEW PERIOD

Milan, 19 October 2022 – With reference to the offer document (the "Offer Document"), intended for publication, filed with Consob on 17 October 2022 and related to the mandatory total tender offer (the "Offer") pursuant to articles 102 and 106, paragraph 1, of the Legislative Decree 58/1998, as subsequently amended and supplemented (the "TUF"), promoted by Overlord Bidco S.p.A. (the "Offeror") on the ordinary shares of Be Shaping the Future S.p.A., the Offeror announces that Consob notified the suspension of the time limit for the review period pursuant to article 102, paragraph 4, of the TUF starting from the date hereof and until the completion of the information framework for no more than 15 calendar days.

The reopening of the review period will be promptly disclosed to the market pursuant to article 38, paragraph 1, of the Issuers' Regulation.

This press release is available on the website of BE Shaping the Future S.p.A. (www.be-tse.it), of the Global Information Agent (www.morrowsodali-transactions.com), of Engineering Ingegneria Informatica S.p.A. (www.eng.it), as well as at .

For further information on the Offer: Morrow Sodali S.p.A. email account: opa.be@investor.morrowsodali.com free number: 800 126 381 hotline: +39 06 85870339 WhatsApp number +39 340 4029760. These channels will be active from Monday to Friday from 9 a.m. to 6 p.m. (Central European Time).

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This notice does not represent, nor does it intend to represent an offer, invitation or solicitation to buy or otherwise acquire, subscribe, sell or otherwise dispose of financial instruments, and no sale, issue or transfer of financial instruments of Be Shaping The Future S.p.A. will be made in any country in breach of the regulations applicable therein. The Offer referred to in this notice is promoted by the Offeror and will be launched by means of the publication of the relevant Offer document, subject to the approval of Consob. The Offer document will contain the full description of the terms and conditions of the Offer, including the terms and conditions of acceptance.

The publication or dissemination of this notice in countries other than Italy may be subject to restrictions under the applicable law and, therefore, any person subject to the laws of any country other than Italy is required to independently acquire information about any restrictions under applicable laws and regulations and ensure that he, she or it complies with them. Any failure to comply with these restrictions may constitute a violation of the applicable law of the relevant country. To the maximum extent permitted by applicable law, the persons involved in the Offer shall be deemed to be exempted from any liability or adverse effect that might arise from the breach of the aforementioned restrictions by such persons. This notice has been prepared in accordance with Italian law and the information disclosed herein may be different from that which would have been disclosed had the notice been prepared in accordance with the laws of countries other than Italy.

No copy of this notice or any other document relating to the Offer shall be, nor may be, sent by post or otherwise forwarded or distributed in any or from any countries in which the provisions of local laws might give rise to civil, criminal or regulatory risks if information concerning the Offer is transmitted or made available to shareholders of Be Shaping The Future S.p.A. in such country or in any other countries where such conduct would constitute a violation of the laws of such country and any person receiving such documents (including as custodian or trustee) is required not to post or otherwise transmit or distribute the same to or from such country.