Openjobmetis

M&A Activity • Jan 25, 2021

Informazione Regolamentata n. 1803-2-2021		Data/Ora Ricezione 25 Gennaio 2021 09:33:35	MTA - Star
Societa'	:	OPENJOBMETIS
Identificativo Informazione Regolamentata	:	141678
Nome utilizzatore	:	OPENJOBN08 - ESPOSTI
Tipologia	:	2.4; 2.2
Data/Ora Ricezione	:	25 Gennaio 2021 09:33:35
Data/Ora Inizio Diffusione presunta	:	25 Gennaio 2021 09:33:36
Oggetto	:	OPENJOBMETIS S.P.A. SIGNS AN AGREEMENT FOR THE ACQUISITION OF 100% OF THE QUANTA GROUP
Testo del comunicato

Vedi allegato.

OPENJOBMETIS S.P.A. SIGNS AN AGREEMENT FOR THE ACQUISITION OF 100% OF THE QUANTA GROUP

IN 2019, THE QUANTA GROUP RECORDED REVENUES OF EUR 170 MILLION, WITH AN EBITDA OF APPROXIMATELY EUR 5.4 MILLION

THE TRANSACTION REPRESENTS A GROWTH OPPORTUNITY AND WILL ENABLE OPENJOBMETIS TO CONSOLIDATE ITS POSITION AS A UNIQUE COMPANY IN THE SECTOR, LISTED ON THE STAR SEGMENT OF THE ITALIAN STOCK EXCHANGE

QUANTA'S CUSTOMERS OPERATE IN STRATEGIC SECTORS FOR THE ITALIAN ECONOMY, PROMOTING THE OPPORTUNITY OF CROSS-SELLING HIGH VALUE-ADDED SERVICES

THE AGREEMENT PROVIDES FOR A CONSIDERATION PARTLY IN CASH AND PARTLY IN OPENJOBMETIS TREASURY SHARES, PLUS THE SIGNING OF A NON-COMPETE AGREEMENT

Milan, 25 January 2021

Openjobmetis S.p.A. (Borsa Italiana: OJM), one of the main Employment Agencies, listed on the STAR segment of the Equity Market managed by Borsa Italiana (Italian stock exchange), announces that it has signed an agreement to acquire 100% of the share capital of Quanta Ressources Humaines SA, as well as, indirectly, of the respective Italian and foreign subsidiaries.

Quanta S.p.A., founded in 1997, is one of the leading Employment Agencies operating in Italy, concentrating on general temporary work, also focussing on the aerospace, ICT, naval and energy sectors. In 2019, the Quanta Group reported revenues of EUR 170 million and an EBITDA of approximately EUR 5.4 million, whereas revenues as at 30 September 2020 were about EUR 107 million. Through this transaction, Openjobmetis consolidates its position among the top players in the sector in Italy, while as regards foreign activities, the consistency with the current strategy will be evaluated.

The transaction is subject to obtaining approval from the National Competition Authority and is expected to be closed by May 2021.

The agreed consideration is comprised of a portion in cash of EUR 20 million plus the assignment in favour of the seller of 685,600 treasury shares, already held by Openjobmetis S.p.A., equal to 5% of the associated share capital. A 5-year non-compete agreement is expected to be signed with the seller, worth a total of EUR 1.5 million. The transaction is financed by bank credit lines already available. The real estate branch is expected to be spun-off in favour of the seller before the closing. The agreements ensure

Openjobmetis S.p.A. - EMPLOYMENT AGENCY - Auth. Ref. No. 1111-SG of 26/11/2004 HEADQUARTERS AND OFFICES: Via Marsala, 40/C - Centro Direzionale Le Torri - 21013 Gallarate (VA) REGISTERED OFFICE: Via Generale Gustavo Fara, 35 - 20124 Milan Tax Code - VAT No. and Reg. No. in the Milan Register of Companies 13343690155 - Share Capital EUR 13,712,000.00 = fully paid-in Telephone No. + 39 0331 211501 - Fax No. +39 0331 211590 - info@openjob.it - www.openjobmetis.it

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that, by antedating the effects of the spin-off of the real estate branch, as at 30 September 2020, the Quanta Group presents net financial indebtedness lower than EUR 16.8 million. The transaction provides, also as collateral for the aforementioned debt, for guarantees in relation to which specific indemnity obligations have been agreed, guaranteed by escrow agreements.

President Marco Vittorelli commented, "In the 5 years since listing, Openjobmetis has pursued an acquisitions strategy based on the rigorous selection of extraordinary transactions the market has offered, with a view to expanding and completing the range of services offered in the Human Resources sector. The result has been the acquisitions of Meritocracy, HC, Jobmetoo, Lyve and the trademark UNA Forza Vendite. Today, we are proud to announce the acquisition of Quanta Group, an historic operator in the market for more than twenty years which, for us, does not represent an end point, rather a starting point for our growth strategy over the next 5 years".

The Chief Executive Officer Rosario Rasizza noted, "At this historic, unprecedented moment, Openjobmetis is looking to the future with the investment in Quanta, a genuinely interesting and unique company, in synch with Openjobmetis in terms of the entrepreneurial spirit and work ethics that are our hallmark. We waited for the right moment and that came with Quanta.

I am very happy to be able to announce this transaction which will bring synergies in terms of revenues, in the development of additional high-profit margin services, the rationalisation of processes, as well as growth and value creation drivers. As always, the 'human capital', our people, will be the real difference and I am honoured to lead them".

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ADVISOR

Legal Advisors: Simmons & Simmons for Openjobmetis S.p.A. and Studio Legale e Tributario Biscozzi Nobili Piazza for FDQ S.r.l.

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Openjobmetis' management will hold a conference call with the financial community today at 17.30 CET to discuss the details of the transaction, the related presentation will be available on the site.

In order to take part in the conference call, connect using the following numbers:

• for Italy: +39 02 805 88 11
• for the United Kingdom: + 44 121 281 8003
• for the United States (local number): +1 718 7058794
• for the United States (toll-free number): 1 855 2656959

It will also be possible to download the presentation by connecting to the website www.openjobmetis.it around 15 minutes before the start of the conference call.

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Openjobmetis S.p.A. - EMPLOYMENT AGENCY - Auth. Ref. No. 1111-SG of 26/11/2004 HEADQUARTERS AND OFFICES: Via Marsala, 40/C - Centro Direzionale Le Torri - 21013 Gallarate (VA) REGISTERED OFFICE: Via Generale Gustavo Fara, 35 - 20124 Milan Tax Code - VAT No. and Reg. No. in the Milan Register of Companies 13343690155 - Share Capital EUR 13,712,000.00 = fully paid-in Telephone No. + 39 0331 211501 - Fax No. +39 0331 211590 - info@openjob.it - www.openjobmetis.it

Disclaimer

Certain statements contained in this press release could represent forecasts. These statements concern risks, uncertainties and other factors that could cause actual results to differ, even substantially, from expectations. These risks and uncertainties include, but are not limited to, the ability to manage the effects of the macroeconomic cycle, and to acquire new business and integrate it effectively, the ability to acquire new contracts, the ability to effectively manage relationships with customers, the ability to achieve and manage growth, currency fluctuations, changes in local conditions, IT systems issues, risks related to inventories, credit and insurance risks, changes in the tax regime, as well as other political, economic and technological factors and other risks and uncertainty.

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Openjobmetis S.p.A. overview: Openjobmetis SpA is an Employment Agency established in 2011 as a result of the merger of Openjob S.p.A. and Metis S.p.A., thus combining the singular expertise and experience that has distinguished them since the start. Listed since December 2015, Openjobmetis SpA is the first and only Employment Agency in the STAR segment of the screen-based stock exchange (MTA) operated by Borsa Italiana, and is positioned among the leading Italian operators in its field, with consolidated revenues of approximately EUR 565.3 million in the year ended 31 December 2019. The Openjobmetis Group operates in the temporary work market through a network of more than 130 branches and through Specialised Divisions within a broad spectrum of sectors such as: Healthcare, Industrial, Banking and Finance, Large-Scale Retail Trade, I&CT, Horeca, Agro-Industrial, Diversity Talent and Naval. The framework is completed by the wholly-owned subsidiaries (i) Openjob Consulting Srl, active in the management of funded training activities; (ii) Seltis Hub Srl, the new centre of highly specialised vertical skills focussed on recruitment and selection which operates through the brands Seltis, Meritocracy and UNA Forza Vendite; (iii) Jobdisabili Srl which, through the on-line platform Jobmetoo, is active in the recruitment and selection of people with disabilities; and (iv) Family Care Srl, an Employment Agency dedicated to family care. Finally, (v) HC Srl – a subsidiary of which 92.9% is owned and created as a result of the merger between Corium Srl and HC Srl – involved in training, coaching and outplacement and (vi) Lyve Srl, 50.66% owned, a training company operating in the financial and insurance services sectors.

Investor Relations - Alessandro Esposti

Investor.relator@openjob.it Tel. +39 0331 211501

Press Office – FinanceCDR Communication

Angelo Brunello angelo.brunello@cdr-communication.it Tel. +39 329 2117752

Claudia Gabriella Messina claudia.messina@cdr-communication.it Tel. +39 339 4920223

Openjobmetis

comunicazione@openjob.it Tel. +39 0331 211501

Openjobmetis S.p.A. - EMPLOYMENT AGENCY - Auth. Ref. No. 1111-SG of 26/11/2004 HEADQUARTERS AND OFFICES: Via Marsala, 40/C - Centro Direzionale Le Torri - 21013 Gallarate (VA) REGISTERED OFFICE: Via Generale Gustavo Fara, 35 - 20124 Milan Tax Code - VAT No. and Reg. No. in the Milan Register of Companies 13343690155 - Share Capital EUR 13,712,000.00 = fully paid-in Telephone No. + 39 0331 211501 - Fax No. +39 0331 211590 - info@openjob.it - www.openjobmetis.it