(Alliance News) - Digital Value Spa announced on Thursday that OEP Danzig BidCo Spa, a vehicle linked to a group of private equity funds with OEP Capital Advisors as investment advisor, has completed the acquisition of 59.3% of the company's share capital, thereby triggering the obligation to launch a full public takeover bid for the remaining shares.
Digital Value's share capital amounts to EUR1.7 million, subscribed and paid up for EUR1.6 million, divided into 10.2 million ordinary shares without nominal value. The company also holds 33,908 treasury shares, representing about 0.3% of the capital, with suspended voting rights.
OEP has set a cash consideration of EUR29.00 per share, matching the price paid in the acquisition of the controlling stake, for a total outlay already paid of EUR175.06 million.
The takeover bid will cover up to 4.1 million shares, equal to approximately 40.4% of the company's capital, plus an additional 94,044 shares that could be awarded under the 2025-2027 incentive plan during the acceptance period. The maximum value of the offer is estimated at EUR122.0 million.
The offer price reflects a discount of about 1.2% compared to the official price on 20 October 2025, the day before the announcement of the agreement between OEP and Digital Holding, which was EUR29.34. Compared to the weighted averages of the previous 12 months, the consideration instead represents a premium of 25.5%.
OEP Danzig BidCo stated that the transaction aims at delisting from Piazza Affari. Should delisting not be achieved through the takeover bid and any subsequent squeeze-out procedures, OEP reserves the right to pursue delisting via extraordinary transactions, including a possible merger with an unlisted group company.
According to the offeror, delisting would allow for "greater managerial flexibility" and lower costs, supporting a path of development and medium- to long-term growth in the value-added resellers and IT services market.
Digital Value recalled that the 2025-2027 incentive plan provides for the free allocation of rights convertible into shares, up to a maximum of about 600,000 shares. To date, 188,088 rights have been assigned to 20 beneficiaries.
According to the statement, if the transaction is executed within 12 months of the rights assignment on 30 June 2025, there will be an accelerated vesting of 50% of the rights, with a potential allocation of 94,044 shares, while the remaining 50% will lapse. The company also indicated that no further rights will be allocated until the offer is concluded.
In light of the change in control, Digital Value's board of directors has approved a governance reshuffle.
The company acknowledged the consensual termination of the management relationship with former CEO Riccardo Benedini, who will now serve as Director of Strategy & Transformation. The company also recorded the resignation of non-executive and independent director Francesco Tuccari. For both, Digital Value specified that no severance or additional benefits are envisaged, except for accrued entitlements and, for Benedini, rights under the incentive plan.
The board has co-opted non-executive directors Vittorio Antonio Palladino and Alessandro Nasi, who will serve until the shareholders' meeting called to approve the accounts as of 31 December 2025. Palladino has been appointed chairman of the board, while Paolo Vantellini has been named CEO, retaining his role as general manager.
The board confirmed the independence requirements for Maria Luisa Mosconi, Mario Francesco Anaclerio, Laura Cappiello, and Marco Emilio Angelo Patuano, and has redefined the composition of internal committees, including the Control and Risk Committee, the Nomination and Remuneration Committee, and the ESG Committee.
Digital Value's shares closed flat on Thursday at EUR28.75 per share.
By Giuseppe Fabio Ciccomascolo, Alliance News senior reporter
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