(Finance) – Tinextaa company listed on Euronext STAR Milan and active in Digital Trust, Cybersecurity and Innovation & Marketing services, has decided to exercise the call option concerning the shareholdings held by the shareholders Comunimpresa SpA and GE.DA Srl in the capital of Defense Techa group listed on Euronext Growth Milan and active in the cyber security and data intelligence sector
With this operation Tinexta strengthens its positioning in the national cybersecurity marketacquiring an operational unit dedicated to the world of Public Administration and expanding the current offer of infrastructural system integration services and advanced cybersecurity products.
Tinexta estimates that the industrial and commercial synergies obtainable at Group level will be able to generate, once fully operational, a Additional EBITDA of approximately 2 million euros.
The exercise price of the Tinexta Call was determined on the basis of the provisions of the option contract, signed on 17 April 2023 by the Tinexta Vehicle and the selling partners, which indicated a 12x multiple on the 2023 Adjusted EBITDA, in addition to pro quota Adjusted NFP, and is equal at 24.9 million euros, equal to a price of 2.44 euros per share.
The transfer of the shareholding covered by the Tinexta Call is subject to authorization Golden Power.
Following the transfer of the shareholding, the Tinexta Vehicle would hold a shareholding equal to approximately 60.09% of the capital of Defense Tech. Consequently, it will fulfill the obligation to promote apublic takeover offer (OPA) on all the shares.
The funds in favor of the Tinexta Vehicle – to complete the purchase following the exercise of the Tinexta Call and for the OPA – will be provided by Tinexta in cash, entirely covered by a Bank financing approved by a pool of institutes (Crédit Agricole, Intesa Sanpaolo, BPM desk and BNL).