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Mare Engineering Group M&A Activity 2025
6591_rns_2025-10-20_e676cc30-2ee7-4469-be3f-b399916017d7.pdf
M&A Activity
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IN ANY COUNTRY WHERE SUCH COMMUNICATION WOULD VIOLATE THE RELEVANT APPLICABLE REGULATION**
MARE GROUP: ELES' STATEMENT CONFIRMS MARE GROUP'S VALUATION
Salerno, October 20, 2025
Mare Group S.p.A. (ticker MARE.MI), an engineering company listed on Euronext Growth Milan and active in Italy and abroad in innovation through enabling technologies ("Mare Group" or the "Group"), in the context of the public tender offer (the "Offer") for all shares of Eles Semiconductor Equipment S.p.A. ("Eles") and, in parallel, a separate offer for Eles warrants (together, the "Transaction"), welcomes the clarifications issued by Eles in its press release dated October 17, which confirm the consistency of the figures already reported by Mare in its own press release of October 16, and deems it appropriate to provide further clarifications.
The research referenced by Eles for its company valuation is based on the number of shares currently outstanding and does not take into account the potential effect of warrant exercise — already "in the money" — which would result in the issuance of new shares and a consequent dilution of the per-share value. Considering this more realistic scenario, the value per share is lower than reported, with a direct impact on the company's overall valuation.
The key element of the analysis cited by Eles concerns the DCF model, which accounts for about 70% of the total valuation and is based on the company's ability to generate future cash flows in line with its business plan projections. These conditions — in the case of Eles — are not fully supported by historical results. Over the past six years, the company has never fully met its operating forecasts, and analysts have repeatedly revised estimates downward, including the most recent one, with an overall reduction of roughly half compared to the value indicated in 2019. This shows that theoretical projections have not been matched by the management's execution capability.
It should also be noted that Eles' release quoted a statement by Mare Group partially and out of context, omitting the passage specifying that the P/E ratio had been indicated as the most consistent criterion for valuing a consolidated company with limited growth prospects. After more than thirty-five years of operations — six of which as a listed company and with approximately €20 million raised on the market — Eles must be regarded as a mature industrial enterprise. In this framework, the P/E multiple represents the most concrete and appropriate benchmark for valuing the company.
On this basis, Mare Group confirms the offer price of €2.25 per share for Eles. The Transaction has been structured on factual data, sustainable assumptions, and a long-term industrial vision, in the interest of all shareholders and with the aim of ensuring Eles a stable governance and a credible growth trajectory.
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This press release is available on Mare Group's website https://www.maregroup.it/investor-relations and on the authorized mechanism for the dissemination and storage of regulated information at https:///.
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This press release does not constitute, nor is it intended to constitute, an offer, invitation or solicitation to purchase, acquire, subscribe, sell or otherwise dispose of financial instruments, and no sale, issue or transfer of financial instruments of Eles or Mare Group will be made in any country in violation of the applicable laws of such country.
No copy of this press release or any other document relating to the Offer and the Warrant Offer shall be, nor may be, sent by mail or otherwise transmitted or distributed in or from any country where the provisions of local law may give rise to civil, criminal or regulatory risks if information concerning the Offer and the Warrant Offer is transmitted or made available to Eles or Mare Group shareholders in
such country or in other countries where such conduct would constitute a violation of the laws of such country, and any person receiving such documents (including as custodian, trustee or nominee) must not mail or otherwise transmit or distribute them into or from any such country.
About Mare Group
Founded in 2001, Mare Group is an engineering company listed on Euronext Growth Milan with a model based on proprietary technology platforms. With more than 2,000 clients, a team of over 500 people, and 24 operational and commercial offices in 5 countries, Mare Group is a key player in the innovation ecosystem. Significant investments in R&D and the 16 acquisitions completed since 2019, followed by subsequent mergers, demonstrate the Group's strong ability to integrate complementary resources and technologies to expand its product portfolio and increase its market presence
Contact Info
Issuer: Mare Group S.p.A.
Gennaro Tesone (Investor Relations Manager) Via Ex Aeroporto SNC, 80038 Pomigliano d'Arco T. +39 081 803 6677 – E-mail [email protected]
Euronext Growth Advisor: illimity Bank S.p.A.
Via Soperga 9, 20124 Milano
T. +39 0282849699 – E-mail [email protected]
Investor & Media Relations Advisor: IRTOP Consulting
Via Bigli, 19 - 20121 Milano
T. +39 0245473883 – E-mail [email protected] (investors) – [email protected] (media)
Specialist: MIT SIM S.p.A. Corso Venezia 16, 20121 Milano
Tel. +39 081 8036677 Fax +39 081 3177513
www.maregroup.it
T. +39 0230561270 – E-mail [email protected]