Relatech

M&A Activity • Jun 29, 2021

Informazione Regolamentata n. 20162-100-2021		Data/Ora Ricezione 29 Giugno 2021 19:13:39	AIM -Italia/Mercato Alternativo del Capitale
Societa'	:	RELATECH
Identificativo Informazione Regolamentata	:	149354
Nome utilizzatore	:	RELATECHN02 - CARULLO
Tipologia	:	REGEM
Data/Ora Ricezione	:	29 Giugno 2021 19:13:39
Data/Ora Inizio Diffusione presunta	:	29 Giugno 2021 19:13:40
Oggetto	:	RELATECH: CLOSING OF THE ACQUISITION OF 60% OF THE SHARE CAPITAL OF GRUPPO SIGLA
Testo del comunicato

Vedi allegato.

PRESS RELEASE

RELATECH: CLOSING OF THE ACQUISITION OF 60% OF THE SHARE CAPITAL OF GRUPPO SIGLA, A COMPANY ACTIVE IN THE DESIGN AND DEVELOPMENT OF DIGITAL SOLUTIONS IN INDUSTRIAL AUTOMATION, DATA ANALYSIS AND CYBERSECURITY

Milan, 29th June 2021

Relatech S.p.A., Digital Enabler Solution Knowledge (DESK) Company and innovative SME listed on AIM Italia market (Ticker: RLT), announces that today, following what was announced on May 12, 2021, after the occurrence of the specific conditions provided by the contract, it has completed the acquisition of 60% of the share capital of Gruppo SIGLA Srl ("Gruppo SIGLA") specialized in the design and development of ICT and automating solutions and services for large domestic and foreign customers and public bodies.

The transaction provides for a consideration of approximately Euro 2.3 million for 60% of the capital. This amount provided for the payment at closing of a cash component of approximately Euro 1.73 million, subject to earn out based, inter alia, on a formula that takes into account the average EBITDA value of the company for the financial years 2020 - 2022 and of the Net Financial Position as at 31 December 2022, and through an in kind component through the sale of a total of no. 147,970 Relatech treasury shares conventionally valued at an amount of Euro 3.838 each.

The remaining 40% will be acquired, in two tranches, with the closing to be completed, respectively, in 2023 and 2024, following the approval of the financial statements for the years 2022 and 2023, for a consideration that will be determined by applying specific based formulas, inter alia, on the EBITDA and NFP values of the Gruppo SIGLA.

The agreement signed with the selling shareholders also contains specific provisions aimed at regulating the terms and conditions of the relationships between them as shareholders of the Gruppo SIGLA, as well as certain provisions on corporate governance binding up to the moment in which Relatech holds a stake in the share capital of less than 80% of the share capital.

As part of the agreement entered for the purpose of the transaction the selling shareholders of the Gruppo SIGLA (not related parties of Relatech) have undertaken a specific lock-up commitment in relation to the Relatech shares purchased, for a duration of 12 months from the closing of the transaction.

Management continuity in the Gruppo SIGLA is guaranteed through the appointment of a Chief Executive Officer designated by the Sellers.

Pasquale Lambardi, Chairman and CEO of Relatech declares: "The closing of the transaction allows us to accelerate the integration process already started months ago. The synergies between Relatech and Gruppo SIGLA are significant, there are great opportunities to be seized in industrial automation, data analysis and cybersecurity that will strengthen the Group's offer. Also, the R&D area of Relatech will benefit from a significant strengthening by the Research & Development Competence Center of Gruppo SIGLA and scientific partnerships with districts and technology clusters in particular on the issues of Cybersecurity, Industry4.0, Internet Of Things and cloud architectures."

This press release is online at www.relatech.com (Investor Relations/Press Release section) .

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Relatech (ticker RLT ISINIT0005433740), Digital Enabler Solution Knowledge (D.E.S.K.) Company, listed on AIM Italia since June 2019, is present on the market with innovative solutions dedicated to the digital transformation of companies. Relatech is an innovative SME focused on customers looking for the most innovative solutions, becoming a strategic partner for digitization and ICT services. Relatech constantly invests in Open innovation with an extensive R&D activity carried out internally and numerous partnerships with the main Italian Universities and research centers. Thanks to its digital platform and cloud based RePlatform, it provides services and develops innovative digital solutions in frontier technologies of Digital Enabler, such as Cloud, Cybersecurity, Blockchain, Big Data, Machine Learning, Artificial Intelligence, Internet of Things.

Contacts

ISSUER Relatech S.p.A. - Investor Relations Veronica Carullo | investor@relatech.com | T: +39 02 2404909 | Via Ercole Marelli, 165 - 20099 Sesto San Giovanni (MI)

NOMAD & SPECIALIST BPER Banca S.p.A. | relatech@bper.it | T: +39 02 7274 9229 | Via Gaetano Negri, 10 - 20123 Milan

INVESTOR & MEDIA RELATIONS ADVISOR IR Top Consulting | ir@irtop.com | T: + 39 02 4547 3883/4 | Via Bigli, 19 - 20121 Milano