Esprinet

M&A Activity • Aug 26, 2022

Informazione Regolamentata n. 0533-35-2022		Data/Ora Ricezione 26 Agosto 2022 14:09:55	Euronext Star Milan
Societa'	:	ESPRINET
Identificativo Informazione Regolamentata	:	166335
Nome utilizzatore	:	ESPRINETN05 - Perfetti
Tipologia	:	REGEM
Data/Ora Ricezione	:	26 Agosto 2022 14:09:55
Data/Ora Inizio Diffusione presunta	:	26 Agosto 2022 14:15:07
Oggetto	:	Announcement of re-opening of terms pursuant to article 38, paragraph 1, of the regulation adopted by Consob with resolution no. 11971/1999
Testo del comunicato

Vedi allegato.

Press release in accordance with Consob Regulation no. 11971/99

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

ANNOUNCEMENT OF RE-OPENING OF TERMS PURSUANT TO ARTICLE 38, PARAGRAPH 1, OF THE REGULATION ADOPTED BY CONSOB WITH RESOLUTION NO. 11971 OF MAY 14, 1999, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED ("ISSUERS' REGULATION")

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Vimercate, August 26, 2022 – With reference to the offer document (the "Offer Document") filed on August 8, 2022 with CONSOB related to the voluntary public tender offer launched by 4 SIDE S.r.l. (the "Offeror"), whose share capital is entirely held by Esprinet S.p.A. ("Esprinet"), under Articles 102 and 104, paragraph 4, of the Italian Consolidated Financial Act (the "CFA"), on the all the ordinary shares of Cellularline S.p.A. (the "Issuer"), including treasury shares directly or indirectly held, from time to time, by the Issuer, listed on Euronext Milan, following the press release dated August 11, 2022 relating to the suspension of the term for the approval of the Offer Document, the Offeror informs that, as at the date thereof, CONSOB provided for, under Article 102, paragraph 4, of the CFA, the reopening of the terms for the approval of the Offer Document, starting from today. Such terms will expire on September 7, 2022.

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.

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

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

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.

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