(Alliance News) - The board of directors of Openjobmetis Spa met Thursday to review the communication received from Groupe Crit SA regarding the signing of memorandum of understanding for the direct and indirect purchase of all OJM shares held by Omniafin Spa, M.T.I. Investimenti Srl and Plavisgas Srl.

The purchase of the shares by Groupe Crit would be carried out at a price of EUR6.5 per OJM share and would result in the company holding a total stake of approximately 57.7 percent of OJM's share capital and approximately 53.6 percent of the voting rights.

Based on the number of OJM shares currently outstanding, the consideration implies an equity value of OJM of about EUR203.0 million.

The board of directors then authorized the conduct of due diligence of a confirmatory nature on certain information relating to Openjobmetis, in a manner appropriate to ensure the confidentiality of the information made available and compliance with applicable regulations, including antitrust.

Pursuant to the MoUs, the signing of the binding agreements relating to the potential acquisition is conditional on the performance of confirmatory due diligence, which is estimated to be completed by the end of January 2024, and on obtaining the authorizations required by the regulations, antitrust and golden power, applicable to the transaction.

Should the acquisition of the interests referred to in the MoUs be finalized, Groupe Crit would promote a mandatory tender offer at a price per share equal to the consideration, targeting all of the outstanding Openjobmetis ordinary shares and aimed at delisting.

In the context of the potential transaction, it is envisaged that the current management of Openjobmetis will remain in office in managerial and operational continuity for at least the next three years, until the date of the shareholders' meeting called to decide on the approval of the financial statements as of December 31, 2026. The current CEO Rosario Rasizza is confirmed at the helm of the company for the three-year period 2024-2026.

Openjobmetis is flat at EUR12.75 per share.

By Chiara Bruschi, Alliance News reporter

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