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I.CO.P. M&A Activity 2025
6593_rns_2025-11-12_491c4194-376a-4f7f-b933-a7037643978b.pdf
M&A Activity
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Informazione Regolamentata n. 1936-70-2025
Data/Ora Inizio Diffusione 12 Novembre 2025 22:14:52 Euronext Growth Milan
Societa' : I.CO.P
Identificativo Informazione
Regolamentata
: 211860
Utenza - referente : ICOPN01 - -
Tipologia : 3.1
Data/Ora Ricezione : 12 Novembre 2025 22:14:52
Data/Ora Inizio Diffusione : 12 Novembre 2025 22:14:52
Oggetto : FULL MANDATORY TENDER OFFER FOR
ORDINARY SHARES OF PALINGEO S.P.A.
EXTENSION OF THE OFFER PERIOD
Testo del comunicato
Vedi allegato
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THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS PROHIBITED IN ANY JURISDICTION WHERE SUCH ACTION WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE REGULATIONS
FULL MANDATORY TENDER OFFER FOR ORDINARY SHARES OF PALINGEO S.P.A. EXTENSION OF THE OFFER PERIOD
Basiliano (Udine), 12 November, 2025 – With reference to the full mandatory tender offer pursuant to Articles 102 et seq. of Legislative Decree No. 58 of 24 February 1998 ("TUF") and mandatory pursuant to Article 12 of the by-laws of Palingeo S.p.A. ("Issuer" or "Palingeo", and, collectively, "Offer"), I.CO.P. S.p.A. Società Benefit ("ICOP" or "Offeror") hereby announces that today the Commissione Nazionale per le Società e la Borsa ("CONSOB") has, by resolution no. 23748, by virtue of the power granted to it under Article 40, paragraph 4, of the implementing regulation of the TUF concerning issuers, adopted by CONSOB with resolution No. 11971 of 14 May 1999, ordered ex officio an extension of the offer period until 17 December 2025 (inclusive).
Accordingly, the Payment Date of the Consideration for each Share tendered in acceptance of the Offer during the Offer Period, which was initially scheduled for 21 November 2025, is now set for 29 December 2025 (i.e., the fifth Trading Day following the end of the Offer Period, as extended).
The capitalised terms used in this press release, unless otherwise defined, have the meaning attributed to them in the Offer Document prepared by the Offeror and published on 24 October 2025, available, inter alia, on the Offeror's website www.icop.it.
As indicated in the aforementioned resolution of CONSOB, the measure was adopted in order to ensure the proper conduct of the Offer, allowing Palingeo shareholders to decide whether or not to tender their shares with full knowledge of the decision that will be adopted by the Panel of Borsa Italiana S.p.A. at the conclusion of the proceedings initiated in relation to the request referred to in the press release dated 31 October 2025.
Set out below is the updated timetable of the main events relating to the Offer, as amended to reflect the extension of the Offer Period.
| Date | Event | Means of Communication |
|---|---|---|
| 17 December 2025(unless the OfferPeriodisfurtherextendedinaccordancewithapplicable law) | End of the OfferPeriod. | – |
| By the evening ofthe last day of theOffer Period(i.e.,17December2025) and, in anycase, by 7:29 a.m. | Announcement of (i) the provisionalresults of the Offer; (ii) the possibleexistence of the conditions for theReopeningoftheTerms;(iii)thepossible existence of the conditions forthe Purchase Obligation and/or the Sell | AnnouncementbytheOfferor("Notice on the Provisional Resultsof the Offer"). |
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THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS PROHIBITED IN ANY JURISDICTION WHERE SUCH ACTION WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE REGULATIONS
| Date | Event | Means of Communication |
|---|---|---|
| (Italiantime)onthefirstTradingDay following theend of the OfferPeriod, i.e., by 18December2025(unless the OfferPeriodisfurtherextendedinaccordancewithapplicable law). | out Right; and (iv) the procedures andtiming relating to the possible Delisting. | |
| By7:29a.m.(Italiantime)ontheTradingDayprecedingthePayment Date ofthe ConsiderationfortheSharestenderedintheOffer, i.e.(unlessthe Offer Periodisfurtherextendedin accordance withapplicable law) by7:29 a.m. (Italiantime)on23December 2025. | Announcement of (i) the final results ofthe Offer; (ii) the possible confirmationof the existence of the conditions forthe Reopening of the Terms; (iii) thepossible confirmation of the existenceof the conditions for the PurchaseObligation and/or the Sell-out Right;and (iv) the procedures and timingrelating to the possible Delisting. | AnnouncementbytheOfferor("Notice on the Final Results of theOffer"). |
| ThefifthTradingDay following theend of the OfferPeriod, i.e.(unlessthe Offer Periodisfurtherextendedin accordance withapplicable law) by29 December 2025("Payment Date"). | Payment of the Consideration for theShares tendered in the Offer during theOffer Period. | – |
| 30 December 2025(unless the OfferPeriodisfurtherextendedinaccordancewithapplicable law). | Beginning of any Reopening of theTerms. | – |
| 7January2026(unless the Offer | End of any Reopening of the Terms. | – |
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THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS PROHIBITED IN ANY JURISDICTION WHERE SUCH ACTION WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE REGULATIONS
| Date | Event | Means of Communication |
|---|---|---|
| Periodisfurtherextendedinaccordancewithapplicable law). | ||
| By the evening ofthelastTradingDayoftheReopening of theTerms period or, atthe latest, by 7:29a.m. (Italian time)on the first TradingDay following theend of such period(i.e., by 8 January2026,unlesstheOfferPeriodisfurtherextendedin accordance withapplicable law). | Announcement of (i) the provisionalresultsoftheOfferfollowingtheReopeningoftheTerms;(ii)thepossible existence of the conditions forthe Purchase Obligation and/or the Sellout Right; and (iii) the procedures andtiming relating to the possibleDelisting. | AnnouncementbytheOfferor("Notice on the Provisional ResultsoftheOfferfollowingtheReopening of the Terms"). |
| By7:29a.m.(Italiantime)onthe day precedingthe Payment DatefollowingtheReopening of theTerms (i.e., by 13January2026,unlesstheOfferPeriodisfurtherextendedinaccordancewithapplicable law). | Announcement of (i) the final results ofthe Offer following the Reopening ofthe Terms; (ii) the possible confirmationof the existence of the conditions forthe Purchase Obligation and/or the Sellout Right; and (iii) the confirmation ofthe procedures and timing relating tothe possible Delisting. | AnnouncementbytheOfferor("Notice on the Final Results of theOffer following the Reopening ofthe Terms"). |
| 14 January 2026,i.e.thefifthTradingDayfollowing the endof the ReopeningoftheTermsperiod (unless theOfferPeriodisfurtherextendedin accordance withapplicable law). | Payment of the Consideration for theShares tendered during the Reopeningof the Terms. | – |
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THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS PROHIBITED IN ANY JURISDICTION WHERE SUCH ACTION WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE REGULATIONS
| Date | Event | Means of Communication |
|---|---|---|
| Asfromthefulfilmentoftherelevantlegalconditions. | In the event that the conditions for thePurchase Obligation and/or the Sell-outRightaremet,publicationofanannouncementcontainingtheinformation necessary for the fulfilmentof the obligations relating to the Sellout Right or, where applicable, thePurchase Obligation, implementing, inthe latter case, the Joint Procedure, aswell as indicating the procedures andtiming relating to the possible exclusionof the Shares from trading. | AnnouncementbytheOfferorpursuant to Article 50-quinquiesofthe Issuers' Regulation. |
It should be noted that ICOP does not foresee any further amendments to the terms and conditions of the Offer as a result of the extension of the Offer Period.
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THIS DOCUMENT MUST NOT BE DISCLOSED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN (OR IN ANY OTHER RESTRICTED JURISDICTIONS AS DEFINED BELOW)
The Offer is not and will not be made or distributed in the United States of America (or directed to U.S. Persons, as defined under the U.S. Securities Act of 1933, as amended), Canada, Japan, or Australia, nor in any other country where such Offer is not permitted without authorization by the competent authorities or other requirements to be fulfilled by the Offeror (such countries, including the United States, Canada, Japan and Australia, collectively the "Restricted Jurisdictions"), nor by using any means or instruments of national or international communication or commerce of the Restricted Jurisdictions (including, without limitation, postal network, fax, telefax, email, telephone and the Internet), nor through any financial intermediary of the Restricted Jurisdictions, nor by any other means.
Copies, whether whole or partial, of any document issued by the Offeror in connection with the Offer are not and must not be mailed, transmitted, or otherwise distributed, directly or indirectly, in the Restricted Jurisdictions. Anyone receiving such documents must not distribute, send or dispatch them (neither by mail nor by any other means of communication or commerce) in the Restricted Jurisdictions.
Any acceptance of the Offer resulting from solicitation activities carried out in violation of the above restrictions will not be accepted.
Participation in the Offer by persons resident in countries other than Italy may be subject to specific legal or regulatory obligations or restrictions. It is the sole responsibility of the recipients of the Offer to comply with such laws, and therefore, before joining the Offer, they should verify the existence and applicability of such provisions with their own advisors. The Offeror shall not be held liable for any breach of such restrictions by any person.
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THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS PROHIBITED IN ANY JURISDICTION WHERE SUCH ACTION WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE REGULATIONS
ICOP
Founded in 1920 by the Petrucco family, ICOP is an underground engineering company active nationally and internationally in the fields of special foundations, microtunnelling and maritime works. As the first benefit company in the sector, ICOP operates in the United States through its subsidiary AGH and directly in major European markets, supporting both private and public players – with a strong focus on long-term partnerships – in highly engineered projects related to the development of critical infrastructures (such as the Paris and Copenhagen metro systems) and the strengthening of energy and water transport networks (gas pipelines, aqueducts). The group has its headquarters in Basiliano (UD) and employs over 1,000 people worldwide.
Contacts
I.CO.P S.p.A. Società Benefit – Investor relations
Giacomo Petrucco
E-mail: [email protected]
mob: +39 348 7820927
Alantra – Euronext Growth Advisor
E-mail: [email protected] mob: +39 3346267242
Barabino & Partners – Media relations
Stefania Bassi
E-mail: [email protected] mob: +39 335 6282667 Francesco Faenza
E-mail: [email protected] mob: +39 345 8316045
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Fine Comunicato n.1936-70-2025 Numero di Pagine: 7