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TXT E-Solutions M&A Activity 2026

Apr 1, 2026

4061_rns_2026-04-01_56ff2d4b-d395-4221-b0cc-a03b2b144db4.pdf

M&A Activity

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Informazione Regolamentata n. 0439-29-2026 Data/Ora Inizio Diffusione 1 Aprile 2026 14:46:09 Euronext Star Milan

Societa': TXT e-SOLUTIONS

Utenza - referente : TXTN02 - Favini Andrea

Tipologia : REGEM

Data/Ora Ricezione : 1 Aprile 2026 14:46:09

Oggetto : TXT signs agreement for the acquisition of FasThink S.r.l.

Testo del comunicato

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TXT

Teleborsal distribution and commercial use strictly prohibited

CERTIFIED

PRESS RELEASE

TXT strengthens its Smart Solutions offering in the Industrial IoT segment

Agreement signed for the acquisition of 100% of the share capital of FasThink S.r.l.

  • TXT e-solutions S.p.A. ("TXT") continues its expansion of the Smart Solutions portfolio in strategic markets. An agreement has been signed for the acquisition of 100% of the share capital of FasThink S.r.l. ("FasThink"), a company specialised in the development of proprietary hardware-software solutions and in the integration of IT/OT systems for complex industrial contexts;
  • FasThink was founded in Italy in 2011 and today has approximately 20 highly specialised resources, with 2025 revenues of €4.4 million and an EBITDA margin of approximately 20%;
  • The investment in FasThink represents a further stage of growth for TXT's Industrial segment, strengthening the division and expanding the end-to-end offering and the customer portfolio.

Milan, 1 April 2026 – 14:45

TXT e-solutions S.p.A. ("TXT"), a company listed on the STAR segment of the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A., announces that, as of today, it has signed the investment agreement for the acquisition of 100% of the share capital of FasThink S.r.l. ("FasThink"). The results of FasThink will be consolidated within TXT's Smart Solutions division as from 1 April 2026.

FasThink, founded in 2011, currently has approximately 20 employees, mainly technical profiles highly specialised in software engineering and systems for factory automation. The transaction is fully consistent with TXT e-solutions S.p.A.'s external growth strategy and is aimed at strengthening the Group's positioning as an enabler of digital transformation in industrial sectors. FasThink brings distinctive expertise in the digitalisation of production processes, in the integration between IT and OT systems, and in the management of industrial data—areas characterised by growing demand and a high level of technological content.

TXT e-solutions S.p.A., Via Milano, 150 - 20093 Cologno Monzese (MI) - Italy, Tel. +39 02 257711 Fax. +39 02 2578994,

PEC [email protected], C.F./P.IVA/Registro delle Imprese di Milano, Monza Brianza e Lodi n. 09768170152,

Capitale Sociale € 6.503.125,00 i.v.

www.txtgroup.com


TXT

Telebocca: distribution and commercial use strictly prohibited

CERTIFIED

PRESS RELEASE

With the consolidation of FasThink, TXT expands and strengthens its integrated offering, further developing an end-to-end proposition that covers the entire lifecycle of digital solutions for the Industrial segment. The company's expertise enables the effective connection of corporate information systems with factory operational systems, supporting integrated data management across the entire value chain.

In this context, the Group will be able to support clients in the design and implementation of advanced digital architectures, in the provision of proprietary hardware-software systems for warehouse automation, as well as in the collection and enhancement of industrial data and the optimisation of production processes. The transaction therefore enables the consolidation of an increasingly comprehensive offering, capable of improving operational efficiency, traceability and data-driven decision-making.

The business model of FasThink is focused on high value-added projects and on established relationships with industrial clients operating in complex environments. The company has recorded revenue growth in recent years, reaching €4.4 million in 2025, with an operating margin of approximately 20%.

The business plan of FasThink envisages further expansion of the business over the 2026-2027 period, with double-digit annual growth rates, supported both by organic development and by the expected synergies with the TXT e-solutions S.p.A. Group. In particular, the integration into the TXT Industrial division will enable the enhancement of commercial and technological complementarities, fostering cross-selling and up-selling opportunities.

The consideration agreed for the acquisition of 100% of FasThink, payable at closing net of any earn-out, claw-back and adjustments related to net financial position, amounts to €4.5 million. The price will be paid 75% in cash and the remaining 25% through TXT shares. The implicit multiple of the transaction is approximately 5x the 2025 Adjusted EBITDA, excluding variable components.

The selling shareholders, who are currently the company's directors and managers, will remain involved in the operational and strategic management of FasThink. The agreement includes retention mechanisms and variable price components linked to the achievement of economic and financial targets defined in the business plan.

TXT e-solutions S.p.A., Via Milano, 150 - 20093 Cologno Monzese (MI) - Italy, Tel. +39 02 257711 Fax. +39 02 2578994,

PEC [email protected], C.F./P.IVA/Registro delle Imprese di Milano, Monza Brianza e Lodi n. 09768170152,

Capitale Sociale € 6.503.125,00 i.v.

www.txtgroup.com


TXT

Telephone, distribution and commercial use strictly prohibited

CERTIFIED

PRESS RELEASE

"The entry of FasThink into the Group marks a major milestone in executing our business plan. It strengthens the positioning of our vertical offering and brings proprietary hardware-software Smart Solutions with strong margins," commented Daniele Misani, CEO of TXT Group. "The transaction delivers immediate commercial and technological synergies, enhancing the TXT Industrial segment's capacity to meet the rising demand for digitalisation of production processes. We are pleased to welcome such a highly skilled team, with whom we share a commitment to innovation and creating value for the market and our stakeholders."

The acquisition of FasThink was unanimously approved by the Board of Directors of TXT.

TXT is an international IT Group, end-to-end provider of consultancy, software services and solutions, supporting the digital transformation of customers' products and core processes. With a proprietary software portfolio and deep expertise in vertical domains, TXT operates across different markets, with a growing footprint in Aerospace, Aviation, Defense, Industrial, Government and Fintech. TXT is headquartered in Milan and has subsidiaries in Italy, Germany, the United Kingdom, France, Switzerland, Canada, Singapore and the United States of America. The holding company TXT e-solutions S.p.A, has been listed on the Italian Stock Exchange, STAR segment (TXT.MI), since July 2000.

For further information:

Daniele Misani - CEO
Tel. +39 02 [email protected]

Andrea Favini - IR
Tel. +39 02 [email protected]

TXT e-solutions S.p.A., Via Milano, 150 - 20093 Cologno Monzese (MI) - Italy, Tel. +39 02 257711 Fax. +39 02 2578994,

PEC [email protected], C.F./P.IVA/Registro delle Imprese di Milano, Monza Brianza e Lodi n. 09768170152,

Capitale Sociale € 6.503.125,00 i.v.

www.txtgroup.com


Fine Comunicato n.0439-29-2026 Numero di Pagine: 5