Digital360 S.p.A. (BIT:DIG) signed a binding agreement to acquire 51% stake in Lattanzio Ict Lab S.R.L. for €1.6 million on September 21, 2021. The purchase will be completed in two distinct phases, the first 25.5% of the shares will be acquired at the price of €0.8316 million, inclusive of €0.0816 million paid for the NFP (credit) of Lattanzio Ict Lab, of which first tranche will be paid in the amount of €0.327 million at the time of transfer of the shares and, at the discretion of Digital360, will be paid in cash or by assignment to the sellers of newly issued Digital360 ordinary shares, the number of which will be determined on the basis of the average price of the shares on the AIM Italia market during the 3 months prior to the closing date. For the sum of €0.2796 million at closing in cash, and finally for the residual sum of €0.225 million within 12 months from the closing date.

The subsequent 25.5% of the shares will be acquired at the price of €0.75 million in addition to the pro-quota of the NFP existing at the end of the 2021 financial year. This second transfer sale price will be paid entirely in cash, half of which paid at the closing date and the remainder by January 31, 2023. Lattanzio Ict Lab reported revenue of €1.4 million and EBITDA of around 20% of revenue being €0.28 million for the year ended December 31, 2020.

The agreement between the parties envisages, among other agreements, the active involvement of the current shareholders and directors, Carlo Flamment and Fabio Pasquazi , in the future management of Lattanzio Ict Lab. They will fill two of the five positions on the Board of Directors that will have to manage the company. The role of managing director will be attributed to Carlo Flamment.

The first phase of the transaction will complete by October 2021 and the second phase of the transaction is expected to complete by May 2022.