Cellularline — M&A Activity 2020

Jul 23, 2020

PRESS RELEASE

CELLULARLINE HAS FINALIZED CLOSING OF THE CONTROL ACQUISITION OF WORLDCONNECT AG, THE WORLD LEADER ON THE PREMIUM TRAVEL ADAPTERS MARKET WITH THE SKROSS BRAND

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Reggio Emilia, 23 July 2020 - Cellularline S.p.A. (hereinafter "Cellularline" or the "Cellularline Group"), European leader in the smartphone and tablet accessories industry and listed on the Italian Stock Exchange (MTA) - STAR Segment, announces the closing of the control acquisition of 80% of the share capital of Worldconnect AG (hereinafter "Worldconnect" or the "Company"), world leader in the premium travel adapters market. The Company will be 100% consolidated by Cellularline starting August 1st 2020.

Founded in 2002 and based in Diepoldsau (Switzerland), Worldconnect - through its trademarks SKROSS and Q2 Power and leading OEM partnerships - operates internationally with a vast range of products comprising multiple travel adapters, specific adapters for individual countries and power peripheral devices (battery chargers, power banks and cables); approximately 80% of the Company's products are developed on the basis of patents with an average extension of around 10 years. SKROSS is a recognised brand in the premium adapters segment, whilst Q2 Power completes the product range with a value for money price positioning. Thanks to the extensive network of contacts and distribution partners, the Company is today a lead player on the Airport Travel Retail channel, present in around 600 point of sales worldwide in the channel.

Thanks to the transaction, Cellularline expects to make the most of the opportunity to increase the sales of its smartphone accessories and audio products - for all Cellularline Group brands - in Travel Retail, as well as to achieve synergies between the two companies' research and development activities, as well as leveraging on its specialized supply chain in the Far East.

In full year 2019, Worldconnect achieved pro-forma Revenues of CHF 20 million (approx. EUR 18.7 million) of which more than 95% outside Italy - with an Adjusted Net Result coming to approximately 9% of Revenues. Worldconnect's Net Financial Debt at closing is approx. CHF 4.5 million (approx. EUR 4.2 million).

The consideration for the acquisition of 80% of the share capital of Worldconnect is CHF 15.8 million (approx. EUR 14.8 million). This consideration - determined in view of both the temporary performance of the Company due to Covid-19 and its medium-term growth prospects - for CHF 10 million (approx. EUR 9.3 million) has been paid by Cellularline at the closing, and CHF 5.8 million (approx. EUR 5.4 million) will be paid twelve months after the closing.

In accordance with the investment agreement, up until the approval of the Financial Statements for the year ended 31 December 2024, Cellularline and the minority shareholders of Worldconnect will have the power to exercise their respective Put & Call options over the remaining minority share, corresponding to 20% of the share capital of Worldconnect, in multiple tranches. The amount to be paid by Cellularline for the purchase of each tranche will be determined on the basis of a multiple of Enterprise Value/EBITDA of 7 times the EBITDA of the reference year. The price for the purchase of the minority shares may be paid, fully or partly, with Cellularline shares.

Founded in Reggio Emilia in 1990, Cellularline S.p.A. has a brand portfolio comprising Cellularline, PLOOS, AQL, MusicSound and Interphone and is the leading company in the smartphone and tablet accessories sector. The Cellularline Group is at the technological and creative forefront of the multimedia device accessories industry, striving to deliver products synonymous with outstanding performance, ease of use and a unique user experience. The Cellularline Group currently has 220 employees. Cellularline brand products are sold in over 60 countries.

Cellularline S.p.A. - Investor Relations Barabino & Partners - Media Relations E-mail: ir@cellularlinegroup.com Tel. +39 02 72023535

Federico Vercellino

E-mail: f.vercellino@barabino.it Mobile: +39 331 57451