Tinexta — M&A Activity 2019

Jul 19, 2019

Informazione Regolamentata n. 20053-31-2019		Data/Ora Ricezione 19 Luglio 2019 17:01:52	MTA - Star
Societa'	:	TINEXTA S.p.A.
Identificativo Informazione Regolamentata	:	120848
Nome utilizzatore	:	TINEXTANSS01 - KAY
Tipologia	:	2.2
Data/Ora Ricezione	:	19 Luglio 2019 17:01:52
Data/Ora Inizio Diffusione presunta	:	19 Luglio 2019 17:01:53
Oggetto	:	Contractual option exercised to buy 10% of Co.Mark's Capital - Tinexta acquires 100% of the Company's Capital
Testo del comunicato

Vedi allegato.

PRESS RELEASE

Contractual option exercised to buy 10% of Co.Mark's Capital Tinexta acquires 100% of the Company's Capital

The transaction has no impact on NFP

Rome, July,19. Tinexta S.p.A. communicates that, as per the option agreement signed on 24 March 2016 (the "Option Agreement") between Mr. Massimo Lentsch and Ms. Stefania Frattolillo and Tinexta S.p.A. (formerly Tecnoinvestimenti S.p.A.), options were exercised on the remaining 10% of the capital of Co.Mark S.p.A., as defined in the Option Agreement, reported in the July 2016 Prospectus. With this transaction, Tinexta acquires total control of Co.Mark, the leader of Temporary Export Management in Italy.

The consideration, equal to 5,219 thousand Euros, for the purchase of 10% of Co.Mark's capital (15,000 shares), was paid 70% to Massimo Lentsch and 30% to Stefania Frattolillo, respectively. This consideration was calculated by applying a multiple of the annual EBITDA of Co.Mark S.p.A. and its subsidiary Co.Mark TES S.L. (as conventionally established), taking into account the net financial position and depending on the actual growth rates, based on a formula agreed upon in the related contracts.

Under the Option Agreement, these options were exercisable within 45 working days following the date of approval of the 2018 consolidated financial statements of Co.Mark S.p.A. or 30 September 2019, whichever is prior.

Today's transaction was financed using the financing facility established with the Intesa Sanpaolo Group (of last 28 March) and has no impact on the Group's Net financial position. In addition, the transaction does not change Co.Mark's economic contribution to Tinexta Group's consolidated results because the company 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	Media Advisor	Specialist
Lawrence Y. Kay	Barabino & Partners S.p.A.	Intermonte SIM S.p.A.
lawrence.kay@tinexta.com	Foro Buonaparte, 22 - 20121 Milano	Corso V. Emanuele II, 9 - 20122 Milano
Ufficio Stampa	Tel.: +39 02 7202 3535	Tel.: +39 02 771151
Carla Piro Mander	Stefania Bassi: +39 335 6282 667
Tel. +39 06 42 01 26 31	s.bassi@barabino.it
carla.piro@tinexta.com