(Tiper Stock Exchange) – Eprcommunicationan independent communication and public relations agency listed on Euronext Growth Milan, ha completed the closing of the acquisition of 51% of the share capital of Justbit by the selling partners and managers Daniele Albanese, Simone Notargiacomo, Francesco Pace and Carmine Vittorio Esposito. The binding agreement was signed on August 1, 2022.
The company paid the sellers a payment entirely in cash as settlement of the total price agreed by the parties equal to 2,550,000 euros, with the exception of the amount of 250 thousand euros which will be paid to the sellers within six months from today’s date. The price is subject to possible adjustment post-closing based on the post-closing verification of Justbit’s net financial position on the closing date.
The binding agreement contains specific clauses with reference to a any earn-outpursuant to which Epr will pay the sellers up to a maximum of two additional tranches of variable price, for 250 thousand euros each, to be paid in cash upon the achievement of certain objectives linked to Justbit’s EBITDA values resulting from the approval of the financial statements of exercise as at 31 December 2022 and 31 December 2023 respectively.
Considering the costs and the effort provided by Justbit and the founding partners of Justbit in the context of the IPO process, the parties have signed a addendum to the agreement pursuant to which they agreed to change the relevant EBITDA threshold of Justbit with reference to the results for the 2022 financial year for the purposes of accrual of the related earn-out, recalculating it from 750,000 to 675,000 euros.