Gismondi 1754 S.p.A. (BIT:GIS) signed a confirming binding offer to acquire 51% stake in Hyperion Lab S.R.L. from DIX Società Semplice for ?1.02 million on November 14, 2023. The transaction also constitutes: granting the Company (i) a call option to purchase the remaining part of the , amounting to 36.3% of the share capital of Target, held by the Majority Shareholder (the Remaining Stake Option) and (ii) granting a call option in favor of the Company for purchase of the stakes held by the minority
shareholders, Matteo Zamboni and Mauro Trincheri (the Minority Shareholders), amounting as a whole to 12.7% of the share capital of Target (the Minority Shareholders? Option), counter-balanced by a put option to sell to the Minority Shareholders under the same conditions and same timing established for the call option. The Transaction will be fully financed by Gismondi 1754 treasury stock. Finalising the Majority Stake Purchase is also subject to, inter alia, (i) the satisfying result of the due diligence (ii) approval of the final agreements by the competent corporate bodies of Gismondi (iii) waiver by the Minority Shareholders of the pre-emption and any other right attributed to them by the articles of association of Target with reference to the Minority Shareholders, and (iv) signing of the binding agreements between the Company and the Minority Shareholders related to the Minority Shareholder Option. Pursuant to methods still to be established, the Majority Shareholder will reinvest an amount of at least 15% of the Majority Stake Price in the Company capital, as well as a further amount of at least 15% of the Remaining Stake Price, as established below (the Re-investment). Furthermore, a 24-month lock-up period has been envisaged for the Majority Shareholder for what concerns the Gismondi shares held by the latter following the Re-investment. The final agreements are expected to be signed by 15 December 2023, whereas closing of the purchase of the Majority Stake could be finalised by the end of December 2023.