Tinexta — M&A Activity 2026

Jun 10, 2026

teleborsa

Informazione Regolamentata n. 20053-83-2026	Data/Ora Inizio Diffusione 10 Giugno 2026 22:52:19	Euronext Star Milan

Societa': TINEXTA

Utenza - referente: TINEXTANSS01 - MASTRAGOSTINO JOSEF

Tipologia: 3.1

Data/Ora Ricezione: 10 Giugno 2026 22:52:19

Oggetto: Offer Document Filed with Consob

Testo del comunicato

COMUNICAZIONE DIFFUSA AL MERCATO DA TINEXTA S.P.A. PER CONTO DI ZINC BIDCO S.P.A.

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PRESS RELEASE RELEASED TO THE MARKET BY TINEXTA S.P.A. ON BEHALF OF ZINC BIDCO S.P.A.

THE DISCLOSURE, PUBLICATION, OR DISTRIBUTION OF THIS PRESS RELEASE IS PROHIBITED IN OR TO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER COUNTRY WHERE SUCH ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT APPLICABLE REGULATIONS ("EXCLUDED COUNTRIES")

VOLUNTARY TOTAL PUBLIC TENDER OFFER FOR THE ORDINARY SHARES OF TINEXTA S.P.A. PROMOTED BY ZINC BIDCO S.P.A.

PRESS RELEASE

pursuant to Article 102, paragraph 3, of Legislative Decree no.58 of 24 February 1998, as subsequently amended and supplemented ("TUF") and Article 37-ter of the Regulation issued by Consob with Resolution no.11971 of 14 May 1999, as subsequently amended and supplemented ("Issuers' Regulation")

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OFFER DOCUMENT FILED WITH CONSOB

Milan, 10 June 2026 - With this press release, pursuant to and for the purposes of Article 102, paragraph 3 of the TUF and Article 37-ter of the Issuers' Regulations, Zinc BidCo S.p.A. ("Zinc BidCo" or the "Offeror") hereby announces that on the date hereof it has filed with Consob the offer document (the "Offer Document"), intended for publication, related to the voluntary tender offer under Article 102 et seq. of the TUF (the "Offer") launched by Zinc BidCo on the ordinary shares of Tinexta S.p.A. (respectively, the "Shares" and "Tinexta" or the "Issuer"), a company with shares listed on the regulated market "Euronext Milan" ("Euronext Milan"), organized and managed by Borsa Italiana S.p.A. ("Borsa Italiana"), "Euronext STAR Milan" segment ("Euronext STAR Milan").

The Offer therefore concerns a maximum of 4,726,463 Shares, representing, 10.01% of the Issuer's share capital, corresponding to all of the ordinary shares excluding (i) no. 32,625,027 Shares already owned by the Offeror equal to 69.11% of the Issuer's share capital, (ii) no. 8,540,265 Shares held by Tecno Holding S.p.A., a person acting in concert with the Offeror equal to 18.09% of the Issuer's share capital; and (iii) no. 1,315,365 treasury Shares held by the Issuer (equal to 2.79% of the relevant share capital) (the "Treasury Shares").

The Offeror will pay to the Issuer's shareholders a consideration of Euro 15.00 (fifteen euros/00) cum dividend for each Share tendered to the Offer (the "Consideration").

The Offer is being promoted in Italy, as the Shares are listed on Euronext Milan, Euronext STAR Milan segment, organized and managed by Borsa Italiana, and is addressed, without distinction and on equal terms, to all shareholders of the Issuer. The Offer is subject to the disclosure requirements and procedural obligations provided for by Italian law.

The Offer Document will be published by the Offeror upon conclusion of CONSOB's review carried out pursuant to Article 102, paragraph 4, of the TUF. Pending the publication of the Offer Document, unless otherwise specifically stated, please refer to the Offeror's notice issued pursuant to Article 102, paragraph 1, of the TUF, and Article 37 of the Issuers' Regulation and published on the Issuers' website (www.tinexta.com), which indicates the legal basis, terms and key elements of the Offer.

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This press release does not constitute and is not intended to constitute an offer, invitation or solicitation to buy or otherwise acquire, subscribe, sell or otherwise dispose of financial instruments, and no sale, issue or transfer of financial instruments of Tinexta S.p.A. will be made in any country in violation of the applicable regulations therein.

The Offer will be made through the publication of the relevant Offer Document, subject to approval by CONSOB. The Offer Document will contain a full description of the terms and conditions of the Offer, including the methods of acceptance. The publication or dissemination of this press release in countries other than Italy may be subject to restrictions under applicable law and, therefore, any person subject to the laws of any country other than Italy is required to independently obtain information on any restrictions provided for by applicable laws and regulations and ensure compliance

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with them. Any failure to comply with these restrictions may constitute a violation of the applicable laws of the relevant country. To the maximum extent permitted by applicable law, the parties involved in the Offer shall be exempt from any liability or adverse consequences that may arise from the violation of the above restrictions by the aforementioned persons. This press release has been prepared in accordance with Italian law and the information disclosed herein may differ from that which would have been disclosed if the notice had been prepared in accordance with the laws of countries other than Italy.

No copy of this press release or other documents relating to the Offer shall be, or may be, sent by mail or otherwise transmitted or distributed in any country where local regulations may give rise to civil, criminal, or regulatory risks if information concerning the Offer is transmitted or made available to shareholders of Tinexta S.p.A. in that country or other countries where such conduct would constitute a violation of the laws of that country, and any person receiving such documents (including custodians, trustees, or fiduciaries) is required not to send by mail or otherwise transmit or distribute them to or from any such country.

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Fine Comunicato n.20053-83-2026	Numero di Pagine: 4