Relatech

M&A Activity • Sep 15, 2022

Informazione Regolamentata n. 20162-95-2022		Data/Ora Ricezione 15 Settembre 2022 15:31:48	Euronext Growth Milan
Societa'	:	RELATECH
Identificativo Informazione Regolamentata	:	167040
Nome utilizzatore	:	RELATECHN02 - ROSSI
Tipologia	:	REGEM
Data/Ora Ricezione	:	15 Settembre 2022 15:31:48
Data/Ora Inizio Diffusione presunta	:	15 Settembre 2022 15:31:49
Oggetto	:	RELATECH: CLOSING FOR THE ACQUISITION OF 75% OF THE SHARE CAPITAL OF FAIR WINDS DIGITAL S.R.L.
Testo del comunicato

Vedi allegato.

PRESS RELEASE

RELATECH: CLOSING FOR THE ACQUISITION OF 75% OF THE SHARE CAPITAL OF FAIR WINDS DIGITAL S.R.L., COMPANY WITH REVENUES EQUAL TO EURO 2.5 MILLION SPECIALIZED IN IOT TECHNOLOGY AND IN THE

DEVELOPMENT OF EDGE COMPUTING SOLUTIONS IN INDUSTRY 4.0, TELCO AND SMART CITY

• THE TRANSACTION ALLOWS THE RELATECH GROUP TO CONSOLIDATE ITS OFFER AND TO STRENGTHEN ITS COMPETITIVE POSITION IN IOT AND SMART CITY WITH A DEDICATED HUB IN ROME, REFERENCE POLE FOR NEW INVESTMENTS IN EDGE COMPUTING AND FOR THE DEVELOPMENT OF PUBLIC ADMINISTRATION MARKET

Milan, 15th September 2022

Relatech S.p.A., Digital Enabler Solution Know-how (DESK) Company and innovative SME listed on the Euronext Growth Milan market (Ticker: RLT), announces that, following what was communicated on 23 May 2022, announces that today it has completed the acquisition of 75% of the share capital of Fair Winds Digital S.r.l. ("Fair Winds" or "Company"). Fair Winds, based in Rome, supports customers in the design, roll-out and maintenance of IoT systems, with the goal of managing complex networks, infrastructures, and industrial plants efficiently, safely, and quickly.

Pasquale Lambardi, Chairman of the Board of Directors of Relatech: "The entry of Fair Winds Digital within the Relatech Group allows to expand the offer in the areas of IoT edge computing and Digital Twins, through the proprietary platform of the Company called IoT Catalyst and exploiting the synergies with the Group Company EFA Automazione. Furthermore, the acquisition will allow us to strengthen our competitive positioning in market sectors in which it is already present with a portfolio of historical customers in areas such as industrial automation, telecommunications, energy and utilities, to open up to the Smart City sector and to expand its presence on the national territory with a new reference office in Rome."

The price for the purchase of the investment was equal to Euro 205,000, paid entirely in cash.

As part of this transaction, Relatech announces that the shares representing the remaining 25% of the share capital will be acquired later, once the procedures for their release have been completed, for an equivalent value of Euro 105,000.

As already communicated on 23 May 2022, the agreement provides, inter alia, some shareholders' agreements aimed at guaranteeing the appointment of Michael Prisco and Valerio Sinisi, respectively, as Chief Executive Officer and Executive Director of Fair Winds, at least until the approval of the financial statements as at 31 December 2024. Also, within the scope of these agreements, an earn-out mechanism is envisaged, parameterized to the achievement of specific medium and long-term Ebitda objectives, to be paid partly in cash and partly in Relatech shares valued at unit resulting from the most recent equity research at the date of transfer of the shares, with a discount of 5% and subject to a lock-up constraint.

Fair Winds, active in the Industry4.0, telecommunications, energy, and smart city sectors, in 2021 achieved sales revenues of approximately Euro 2.5 million, a net profit of Euro 59 thousand and a Net Financial Position of approximately Euro 170 thousand (cash).

Relatech was assisted in the transaction by the law firm Gianni & Origoni.

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

***

Relatech (ticker RLT ISINIT0005433740), Digital Enabler Solution Know-how (DESK) Company, listed on Euronext Growth Milan 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

Gianluca Rossi | investor@relatech.com | T: +39 02 2404909 | Via Ercole Marelli, 165 - 20099 Sesto San Giovanni (MI)

EGA & 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