MeglioQuesto S.p.A. (BIT:1CALL) agreed to acquire Smart Contact S.R.L. from unknown sellers for € 8.7 million on June 21, 2022. The Transaction will be carried out for a maximum consideration of € 6.3 million for the purchase of 51% of Smart Contact's capital and will be subject to a number of contractually agreed price adjustments based on the actual NFP and the change in NWC at the closing. The Consideration will therefore be settled in cash in two instalments, a First Instalment of € 2.5 million on the date of the closing, and a Second Instalment for the remainder, to be paid no later than 15 December 2022.

With regard to the remaining shares (49%) of Smart Contacta reserved capital increase will be resolved no later than 15 October 2022. The Rights Issue will raise up to € 6 million by issuing a maximum of 1.2 million ordinary shares in a single tranche at an issue price of € 4.8 per share. As part of the agreement entered into for the purpose of the Transaction, the Sellers will be bound by a specific lock-up commitment in relation to MeglioQuesto's shares received, for a term of 24 months effective from the date of the closing.

In addition, under the agreement MeglioQuesto is to pay an earn-out, consisting of additional amounts paid by transferring MeglioQuesto shares to the Sellers, as part of the overall consideration for the shares—provided specific profitability targets for the years 2023, 2024 and 2025 are met. In addition to the foregoing, at the closing, MeglioQuesto and the Sellers will enter into management agreements governing the terms and conditions of dealings between them in their capacity as directors of Smart Contact. Smart Contact generates the revenue of €12.4 million, EBITDA of €1.9 million and Net Profit of €0.6 million in 2021.

The arrangements underlying the Transaction include terms and conditions deemed as customary for deals of this nature, including Sellers' indemnification obligations and warranties related thereto. Subject to a number of conditions precedent usually applicable to agreements of this kind, the Transaction is expected to close by 30 June 2022. Maurizio Piras and Nicola Littarru of Legit acted as legal advisor and Federico Lonoce of Alvarium acted as financial advisor to MeglioQuesto.