4Science S.p.A. (WBAG:4SCI) signed a preliminary contract to acquire 60% stake in Seacom S.r.l. for ?1.05 million on December 5, 2023. The Consideration for the transaction, to be paid at the closing date, is equal to ?1.5 million, of which: ?1.05 million in cash; ?0.45 million through the subscription, by the Seller, shareholder and sole director, Stefano Pampaloni, of a share capital increase for payment, inseparably with the exclusion of the pre-emption right pursuant to art. 2441, paragraph 5, of the Italian Civil Code for a total amount of ?450,000 (including share premium) through the issue of a total of 150,000 new ordinary shares of 4 Science without par value, at a subscription price of ?3.00 (including share premium) per share, to be paid in cash, also by offsetting.

The agreements between the parties also provide for earn-out mechanisms in favour of the Seller in the event of strong positive results of the company to be achieved in the financial years 2023 and 2024. The execution of the contract is subject to the occurrence of certain conditions precedent, including the failure to meet extraordinary and unforeseeable circumstances or events by the closing date (so-called material adverse change). The agreement signed between the parties provides, in addition to the purchase of 60% of Seacom's share capital, the sale of the contract for the distribution of the Zimbra product from Seacom to Itway International S.r.l., an Itway Group company operating in the VAD through its subsidiaries Itway Hellas SA and Itway Turkyie Ltd. The Seller will remain actively involved in the management of Seacom, holding the role of Chairman and Chief Executive Officer of the Company, in order to ensure the necessary business continuity with respect to the past.

In the transaction, 4Science was assisted by Equity Factory as M&A advisor.