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Gpi

M&A Activity Jun 30, 2025

4426_iss_2025-06-30_1f65396f-3477-4c2e-a83f-0b6f135fa599.pdf

M&A Activity

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PRESS RELEASE

GPI COMPLETES ACQUISITION BY SECURING THE FINAL 35% OF TESI ELETTRONICA E SISTEMI INFORMATIVI S.P.A. S.B. OBTAINING TOTAL OWNERSHIP OF IT

Trento, 30 June 2025

Gpi (GPI:IM), a leading company in the software and services sector supporting the digital transformation of healthcare, listed on the Euronext Milan Tech Leaders market, has today announced the conclusion of the acquisition of the remaining 35% stake in its subsidiary, TESI ELETTRONICA E SISTEMI INFORMATIVI S.p.A. S.B. (hereinafter 'TESI'), the parent entity of its namesake group. Consequently, following the master agreement established on 23 May 2022 ('Master Agreement') and announced on the same date, Gpi became the sole shareholder. TESI in turn owns 100% of the capital of Tesi de Mexico S.A. de C.V. and, via this, 100% of Informatica Tesi Colombia S.a.s.; 100% of Tesi Brasil Tecnologias Eletronicas e Sistemas de Informacao Ltda and 51% of Arko S.r.l.

The price for acquiring the remaining shares, which represent 35% of TESI's share capital, is € 27.8 million.

Today's transaction, which had already been outlined in its main features in the Master Agreement, aligns with the international growth strategy of the Software area in high-profit sectors.

The combination of the software solutions from Gpi, TESI and Evolucare (a French group acquired in August 2023), has resulted in a wide-ranging and synergistic technology offering, featuring a portfolio of complementary and high-quality products available on a global scale. Cross-selling activities, successfully launched especially in international markets, have confirmed the strong integration between the platforms, particularly in the areas of diagnostics and radiological, clinical and surgical imaging.

Notably, aside from bolstering the blood bank offerings, TESI's solutions have facilitated Gpi's entry into different segments of the Italian and global markets, including Laboratory Information System (LIS) software and Digital Pathology. In this area, the Gpi Group has recently secured significant contracts for the digitalisation of pathoanatomy in the Veneto and Lombardy regions.

Payment for the acquisition of a 35% stake in TESI was made using the following methods: (i) a € 5 million deposit upon signing, of which € 4 million in cash and € 1 million via the transfer of Gpi; (ii) the amount of € 15.9 million in cash paid at the closing, which took place today, 30 June 2025; (iii) the difference settled through the assumption and offsetting of the sellers' payables to companies within the Tesi group.

GPI GROUP

Gpi's mission is to make the healthcare systems sustainable through their digitisation, so that everyone can receive high-quality care. Sustainability and social impact are the guiding principles and play a crucial role in the strategic and investment assessments of the Group, aware that the solutions and services provided to the community have an impact on the quality of life of individuals.

For over 35 years, driven by a patient-centric vision, Gpi has been working to support healthcare systems by providing the skills and innovative tools necessary to improve prevention and treatment processes. This is achieved through the strategic use of advanced software, technologies, and cutting-edge services.

The Group's strategy is designed to meet the evolving requirements of the constantly changing healthcare sector and to facilitate entry into international markets.

The unwavering commitment of its 7,600 employees and a customer base of more than 9,000 across 70 countries, yielded € 510 million in revenue, an EBITDA of € 105 million in 2024.

Gpi S.p.A. is listed on the Euronext Tech Leaders segment of Borsa Italiana, the Italian stock exchange.

ISIN ordinary shares: IT0005221517

This press release is also available at www.gpigroup.com and

CONTACTS

Investor Relations

GPI | Fabrizio Redavid, Lorenzo Giollo | [email protected] | T: +390461381515 | Via Ragazzi del '99, 13 - 38123 Trento

Media Relations

GPI | Daniela Filbier, Enrico Orfano| [email protected] | T: +390461381515 | Via Ragazzi del '99, 13 - 38123 Trento

Specialist

Banca Akros | Bruno Mestice | [email protected] | T. +3902434441 | Viale Eginardo, 29 – 20149 Milan

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