Digital360, Benefit company and innovative SME listed on Euronext Growth Milan since 2017, announces a binding investment agreement with the private equity fund Three Hills Capital Partners (THCP). The agreement, stipulated through TH Alessandro, also involves Andrea Rangone, Mariano Corso, Alessandro Perego, Gabriele Faggioli and Raffaello Balocco. The completion of the agreement will determine the obligation to promote a mandatory takeover bid (OPA) on the ordinary shares of Digital360, with the aim of proceeding with the delisting.
The tender offer will be proposed at 5.35 euros per share and it is expected that it will be launched in the second half of the year, in order to obtain the exclusion of Digital360 shares from trading. At the time of closing, the agreement provides for the contribution of 12,724,116 Digital360 ordinary shares, equal to 61.7% of the share capital, in the newly established D360 Holding, at a subscription price of €5.35 per share. including surcharge.
At the same time, the NewCo will acquire Digital360 ordinary shares, corresponding to 11.7% of the share capital, from some reinvesting shareholders and sellers, at a sale price of 5.35 euros per share. Following the agreement, NewCo will own approximately 73.5% of Digital360’s share capital. Following the transaction, NewCo undertakes to subscribe to a capital increase in Digital360 to support its growth, for an amount between 16 and 30 million euros, depending on the percentage of subscription to the offer. THCP is also willing to provide the group with up to a maximum of an additional €40 million to support any future growth opportunities, subject to an agreement on terms and conditions.