Intred acquisisce la totalità di Connecting Italia S.r.l.

30/01/2024 08:33

Intred acquisisce la totalità di Connecting Italia S.r.l.
Intred S.p.A. ("Intred" or the "Company"), a telecommunications operator listed on the Euronext Growth Milan market of Borsa Italiana (symbol: ITD.MI) since July 2018, announces that it has signed a binding agreement (the "SPA") with Aliedo S.p.A. ("Aliedo"), as the seller, for the acquisition of 100% of the share capital of Connecting Italia S.r.l. ("Connecting"), a company based in Milan that engages in the development, production, trade, provision, and maintenance of telecommunications services, particularly telephone and broadband data transmission services (the "Transaction"). Daniele Peli, Co-Founder and CEO of Intred S.p.A., commented: "This new acquisition is part of Intred's extensive plan to develop and consolidate its business in Lombardy, representing an important piece in our growth strategy that includes an expansion plan through external lines and a diversification and expansion of our commercial offering. With the acquisition of Connecting, we aim to replicate the success we had with the integration of Qcom in 2020, increasing the size of our business and improving the acquired company's profitability through the progressive migration of customers to our proprietary infrastructure. Connecting's recognized expertise, with a specific focus on the more profitable business clientele, will allow us to consolidate Intred's role in Lombardy and achieve natural economies of scale in the region." Davide Sanvito, Founder and CEO, commented: "We strongly believe in the importance of this transaction: becoming an integral part of a prestigious company like Intred represents a significant enhancement of our growth path, offering us the opportunity to jointly tackle future challenges and consolidate our commitment to long-term success." Description of Connecting Italia S.r.l.

Connecting Italia S.r.l., founded in 2012, is a TLC operator active in Lombardy specializing in the provision of broadband and ultra-broadband connectivity, fixed telephony, and various digital services to approximately 2,000 business customers. In its latest approved financial statements for 2022, it reported revenues of ?2.5 million, an EBITDA of ?0.28 million (EBITDA margin of 11%), and a Net Financial Position (debt) of ?0.5 million. Expectations for 2023 are for revenues exceeding ?3.0 million and an EBITDA for the acquisition perimeter exceeding 20%. For more information about Connecting Italia, please visit the website

Transaction Details The Transaction involves Intred's acquisition of 100% of the share capital of Connecting for a consideration composed of (i) a fixed component of ?3,600,000, subject to adjustment based on Connecting's net financial position at the execution date; (ii) a variable and contingent component, up to a maximum total amount of ?400,000, which will be payable to Aliedo upon achieving certain EBITDA and revenue objectives by Connecting during the 2024 fiscal year ("Earn-Out"). The Transaction will be funded entirely by the Company. For the purpose of completing the Transaction, the Company signed the SPA today, pursuant to which, among other things, Aliedo committed to selling a stake representing 100% of Connecting's share capital, and Intred committed to paying the corresponding price, as described above. The SPA includes customary provisions for transactions of this nature, including: (i) provisions regarding the interim management of Connecting (from the date of signing the SPA until the transfer of the stake is completed), and (ii) the issuance of specific representations and warranties by Aliedo regarding Connecting and related indemnification obligations in favor of the Company and/or Connecting itself.

The completion of the acquisition is subject to suspensive conditions, including: (i) the execution by Aliedo of certain pre-completion commitments; (ii) obtaining approval from Connecting's competent Ministry regarding the transfer of the general authorization for electronic communication networks and services to third parties, as well as (iii) obtaining approval related to the Golden Power regulation. The closing of the Transaction is expected to be completed - subject to the fulfillment or waiver of the suspensive conditions - by the end of April, tentatively. Finally, it should be noted that the acquisition does not qualify as a significant transaction under Article 12 of the Euronext Growth Milan Listing Regulations (the Listing Regulations), as none of the relevance indexes provided in Schedule Three of the Listing Regulations exceeds 25%.

For Intred, the international law firm Gianni & Origoni acted as legal advisor, BDO Italia conducted the financial due diligence, Studio Associato Palini&Bergamini handled the labor and social security due diligence, while STS Legal acted as tax advisor. For Aliedo, the international law firm ADVANT NCTM acted as legal advisor, while TBADVISOR handled the financial and tax aspects of the transaction.

(NEWS Traderlink)

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