Relatech S.p.A. (BIT:RLT) signed a binding agreement to acquire 36.90% stake in BTO S.P.A. for €6.83 million on October 28, 2022. Total consideration amount up to maximum €5.28 million and in addition to an earn-out component (linked to the achievement of a minimum turnover for the year 2022 of €20 million) for a total of €1.55 million. The consideration amount will be paid in part in cash at closing, for a portion equal to €1.23 million and the remaining amount by Relatech's own shares valued at the higher of (i) €5.00 and (ii) the weighted average closing price of Relatech's shares in the 90 days prior to the date of fulfillment of the relevant payment conditions. Relatech shares will be subject to a 24-month lock-up obligation following the actual transfer to the sellers. The payment of the consideration with shares (including any portion of the earn-out) is conditional - and linearly subject to adjustment - to the definition of certain fiscal liabilities positions came up by the due diligence procedure carried out on the BTO Group. It is envisaged that Relatech, for the Consideration in Cash, will follow up the transaction through its own means in addition to a bank loan, on which its completion is also conditioned. In a related transaction Relatech S.p.A. agreed for the subscription of a capital increase for a total of €6.17 million, attributing a 43.10% stake in Bto's capital. After the completion of both transaction it will own 80% stake in BTO. The Managers are expected to continue to carry out, within the same, a strategic-management function even after the closing of the transaction. The closing of the transaction is expected within the end of the fiscal year. Simmons & Simmons acted as legal advisor to Relatech S.p.A.

Relatech S.p.A. (BIT:RLT) completed the acquisition of 36.90% stake in BTO S.P.A. on November 23, 2022. Following completion of this transaction and capital increase Relatech owns a total of 80% stake in BTO.