Cellularline — M&A Activity 2022

Aug 10, 2022

Voluntary public tender offer launched by 4 SIDE S.r.l. on all the shares of Cellularline S.p.A.

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PRESS RELEASE PURSUANT TO ART. 41, PARAGRAPH 2, LETT. C), OF THE REGULATION ADOPTED BY CONSOB WITH RESOLUTION NO. 11971 OF 14 MAY 1999, AS SUBSEQUENTLY AMENDED ("ISSUERS' REGULATION")

August 10, 2022 - With reference to the voluntary public tender offer (the "Offer") on all the ordinary shares of Cellularline S.p.A. (the "Issuer"), launched by 4 SIDE S.r.l. (the "Offeror"), a company wholly controlled by Esprinet S.p.A. ("Esprinet"), it is hereby reported that, pursuant to article 41, paragraph 2, letter c) of the Issuers' Regulation, the Offeror has purchased on the market no. 1 Issuer's ordinary share at a price not exceeding Euro 3.75 per share.

Subject that has carried out the transaction	Date of the transaction	Trading venue	Transaction type	Weighted Average Price (euro)	Quantity
Offeror	August 9, 2022	Euronext Milan	Purchase	3.73	1

This press release is published on the websites of the Issuer (www.cellularline.com) and of the Offeror (www.esprinet.com).

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THIS DOCUMENT SHALL NOT BE DISCLOSED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN (OR OTHER COUNTRIES EXCLUDED, AS DEFINED BELOW)

The voluntary tender offer referred to in this press release is launched by 4 Side S.r.l., entirely controlled by Esprinet S.p.A., on all of the ordinary shares of Cellularline S.p.A.

Prior to the commencement of the Acceptance Period, as required under applicable law, the Offeror will publish an Offer Document which the shareholders of Cellularline S.p.A. are required to examine carefully.

The Offer is being made in Italy, as the Shares are listed on Euronext STAR Milan, which is organized and managed by Borsa Italiana, and, except as noted below, is subject to the disclosure requirements and procedural requirements of Italian law.

4Side S.r.l

Direzione, Coordinamento e Socio Unico Esprinet S.p.A. - Vimercate - Italia Sede legale: Via Energy Park 20, 20871 Vimercate (MB) Sede operativa ed amministrativa: Piazza E. Morelli 9 – 20025 Legnano (MI) Codice Fiscale e Partita Iva 13400090158

The Offer is not and will not be promoted or distributed in the United States of America (i.e., addressed to U.S. Persons, as defined under the U.S. Securities Act of 1933, as amended), Canada Japan and Australia, as well as in any other country in which such Offer is not permitted in the absence of authorization by the competent authorities or other compliance by the Offeror (such countries, including the United States of America, Canada, Japan and Australia, collectively the "Excluded Countries") nor by using domestic or international means of communication or commerce of the Excluded Countries (including, but not limited to, the postal network, facsimile, telefax, electronic mail, telephone and internet), nor through any facility of any of the financial intermediaries of the Excluded Countries, nor in any other manner. Partial or complete copies of any documents to be issued by the Offeror in connection with the Offer, are not and shall not be sent, or in any way transmitted, or otherwise distributed, directly or indirectly, in the Excluded Countries. Any person who receives the above documents shall not distribute, send or dispatch them (either by mail or by any other means or instrument of communication or commerce in the Excluded Countries). Any acceptances of the Offer resulting from solicitation activities carried out in violation of the above limitations will not be accepted. Adherence to the Offer by persons residing in countries other than Italy may be subject to specific obligations or restrictions provided for by legal or regulatory provisions. It is the sole responsibility of the recipients of the Offer to comply with such regulations and, therefore, to verify their existence and applicability before joining the Offer by contacting their advisors. The Offeror shall not be held liable for violation by any person of any of the above limitations.

Direzione, Coordinamento e Socio Unico Esprinet S.p.A. - Vimercate - Italia Sede legale: Via Energy Park 20, 20871 Vimercate (MB) Sede operativa ed amministrativa: Piazza E. Morelli 9 – 20025 Legnano (MI) Codice Fiscale e Partita Iva 13400090158

4Side S.r.l