Tinexta — M&A Activity 2019

Jul 30, 2019

Informazione Regolamentata n. 20053-33-2019		Data/Ora Ricezione 30 Luglio 2019 19:04:52	MTA - Star
Societa'	:	TINEXTA S.p.A.
Identificativo Informazione Regolamentata	:	121206
Nome utilizzatore	:	TINEXTANSS01 - KAY
Tipologia	:	2.2
Data/Ora Ricezione	:	30 Luglio 2019 19:04:52
Data/Ora Inizio Diffusione presunta	:	30 Luglio 2019 19:04:53
Oggetto	:	Tinexta Exercises Contractual Option for 40% of Visura's Capital,Acquiring the Entirety of the Company's Capital
Testo del comunicato

Vedi allegato.

PRESS RELEASE

Tinexta Exercises Contractual Option for 40% of Visura's Capital, Acquiring the Entirety of the Company's Capital

Rome, 30 July 2019- Tinexta S.p.A. communicatesthat, under the terms of the purchase agreement signed on 9 June 2016 (the "Contract") between the founding shareholders (Mr. Piergiorgio Fabbrini, Alberto Fabbrini and Alessandro Fabbrini), and Tinexta (formerly Tecnoinvestimenti S.p.A.), the Options on the remaining 40% of Visura S.p.A.'s capital, as defined in the Contract and reported in the Information Prospectus of July 2016¹ , have been exercised. Tinexta, which already owned 60% of Visura, hereby acquires total control of the company.

The consideration, amounting to approximately €15.4 million for the purchase of 40% of Visura's capital, is divided between the three founding shareholders according to the percentages held of the shareholders' equity: Piergiorgio Fabbrini 20%, Alberto Fabbrini 10% and Alessandro Fabbrini for the remaining 10%. This consideration was calculated on the basis of a multiple of 6 times Visura's EBITDA in the 2018 financial year and took into account the company's year-end Net Financial Position.

Under the Contract, these options were exercisable following the approval of Visura's2018 consolidated financial statements.

Today's transaction was financed using €11.9 million of the financing concluded with Intesa Sanpaolo Group (on 28 March) and for the remainder with cash on hand. Finally, the transaction does not change the economic contribution of Visura to Tinexta Group's consolidated results because it has been 100% consolidated since its inclusion in the accounting perimeter.

TINEXTA GROUP

Tinexta S.p.A., listed on the STAR segment of the Milan Stock Exchange, reported the following Consolidated results at 31 December 2018: Revenues of €239.6 million, EBITDA of €66.0 million and Net Profit of €33.1 million. Tinexta Group is one of the leading operators in Italy in its three areas of business: Digital Trust, Credit Information & Management and Innovation and Marketing Services. The Digital Trust Business Unit delivers, through InfoCert, Visura, Sixtema and the Spanish company Camerfirma, products and services for digitization, electronic invoicing, certified email (PEC) and ature as well as services for professionals, associations and SMEs. In December 2018 InfoCert also purchased 50% of LuxTrust to form a strategic joint venture to expand in Digital Trust industry in Europe. In the Credit Information and Management Business Unit, Innolva and its subsidiaries offer services to support decision making such as corporate financial statements and real estate information, aggregate reports, synthetic ratings, decision models, credit ratings and credit recovery, while ReValuta offers primarily real estate appraisals and evaluations. In the Innovation and Marketing Services Business Unit, Warrant Hub is a leader in consultancy to obtain subsidized financing and for industrial innovation, while Co.Mark provides Temporary Export Management consulting to SMEs to support them in commercial expansion. As of December 31, 2018, the Group's staff had 1,294 employees.

Site web: www.tinexta.com, Stock ticker: TNXT, ISIN Code IT0005037210

CONTATTI

Corporate & Financial Communications Lawrence Y. Kay lawrence.kay@tinexta.com Ufficio Stampa Carla Piro Mander Tel. +39 06 42 01 26 31 carla.piro@tinexta.com

Media Advisor

Barabino & Partners S.p.A. Foro Buonaparte, 22 - 20121 Milano Tel.: +39 02 7202 3535 Stefania Bassi: +39 335 6282 667 s.bassi@barabino.it

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Intermonte SIM S.p.A. Corso V. Emanuele II, 9 - 20122 Milano Tel.: +39 02 771151