Prima Industrie — M&A Activity 2022

Dec 3, 2022

BORSA ITALIANA - STAR segment

PRESS RELEASE

(issued pursuant to Article 114 of Legislative Decree 58/1998 and to Article 17 of the EU Regulation no. 596/2014 (s.c. "Market Abuse Regulation") on behalf of Femto Technologies S.p.A.)

Femto Technologies S.p.A., a company whose share capital is indirectly owned by Alpha Private Equity and Peninsula funds, has entered into a sale and purchase agreement aimed at acquiring an equity interest, in addition to the equity interests to be acquired under the sale and purchase agreements entered into and announced to the market on August 18, 2022, equal to 9.95% of the voting rights of Prima Industrie S.p.A. ("Prima Industrie" or the "Company" or the "Issuer")

3 December 2022 – It is announced that on 2 December 2022 Femto Technologies S.p.A. (the "Purchaser"), whose share capital is held, indirectly and on a 50/50 basis (pursuant to the chain of control mentioned in the press release of 18 August 2022), by Alpha Private Equity and Peninsula funds, entered into a sale and purchase agreement (the "Sale and Purchase Agreement") with Sharp Focus International Ltd. (the "Seller"), in order to acquire an equity interest, in addition to the equity interests to be acquired under the sale and purchase agreements entered into and announced to the market on August 18, 2022, representing in the aggregate 9,95% of the voting rights of Prima Industrie1 (the "Sale and Purchase").

More in detail, the Sale and Purchase Agreement provides that the Purchaser shall purchase, at a price of Euro 25 per share, a total of no. 1,026,540 ordinary shares of the Company, for an aggregate consideration of approximately Euro 25,663,500.

The completion of the Sale and Purchase, envisaged for December 6, 2022 is subject to, inter alia, (i) the acquisition of an overall shareholding by the Purchaser equal to at least 50% +1 of the voting rights of the Issuer, (ii) the circumstance that the banks that have undertaken to finance the transaction have not exercised their right not to disburse the funds under the debt commitment letters (or the relevant financing agreements) on the basis of the so-called "material adverse effect clause" set forth therein and (iii) the circumstance that the Seller has instructed its intermediary for the transfer of the shares subject matter of the Sale and Purchase Agreement, in accordance with the methods set forth therein.

For more information on the sale and purchases agreements entered into on 17 August 2022, on the overall transaction and on the MTO reasons, please refer to the press release published on 18 August 2022 as well as to the following press releases published on 10 October, 24 October, 31 October and 18 November 2022.

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¹ This percentage takes into account the no. 170,447 treasury shares (equal to 1.63% of the share capital) held by the Issuer.

PRIMA INDUSTRIE heads a Group leader worldwide in developing, manufacturing and marketing of laser systems for industrial applications, sheet metal processing machinery as well as industrial electronics, laser sources and solution for additive manufacturing.

The parent company Prima Industrie S.p.A. is listed on the Italian Stock Exchange since 1999 (MTA- STAR segment).

With over 40 years of experience, the Group has an installed base of about 14,000 machines in more than 80 countries and is positioned among the main worldwide manufacturers within its own reference market.

The Group has about 1,700 employees, manufacturing sites in Italy, Finland, USA and China and a direct commercial and after-sale presence worldwide.

Prima Industrie Group is structured on four Business Units:

Prima Power – development, production and marketing of laser and sheet metal processing (2D and 3D laser machines, laser drilling systems, punching and combined systems, bending and paneling systems);

Prima Electro – development, production and marketing of embedded electronics for industrial applications;

Convergent Photonics – development and production of diodes and laser sources, both industrial and medical;

Prima Additive – development, production and marketing of additive manufacturing solutions with Powder Bed Fusion and Laser Metal Deposition technologies.

For further information:

PRIMA INDUSTRIE S.p.A.	STUDIO MAILANDER
Chiara Roncolini	Carlo Dotta
Investor Relator	Ufficio Stampa
tel. 011 4103204	tel. 011 5527311 mob. 333 2306748
ir@primaindustrie.com	c.dotta@mailander.it