SERVIZI ITALIA: Signing of the agreement for the acquisition of Wash Service S.r.l. to enter the wash-hire market for care and nursing homes

Castellina di Soragna (PR), 28 January 2019

Servizi Italia S.p.A. - a company listed on the STAR segment of the Italian Stock Exchange and leading operator in the outsourcing of hospital services in Italy, Brazil, Turkey, India, Albania and Morocco - herewith announces the signing for the acquisition ("Transaction") of the majority of the share capital of Wash Service S.r.l. ("Wash Service"). Wash Service is mainly active in northern Italy in the offer of washing and rental services of flat linen, guest linen and uniforms of operating staff of hospital facilities, care and nursing homes.

"The acquisition of Wash Service - said Enea Righi, CEO of Servizi Italia - is part of our growth strategy and will allow us, first of all, to diversify our activities in a business area characterized by growing volumes and by interesting margins. The Operation will also allow Servizi Italia to further consolidate its position as the primary interlocutor of the industrial laundry market for healthcare and establishes the basis for supporting the development of the Group in Italy ".

Object of the Transaction

The object of the Transaction is the acquisition of 100.0% of the share capital of Wash Service by Servizi Italia in two successive phases:

  • i. Immediate acquisition of 90.0% of the capital, with the sellers maintaining the remaining 10.0% stake;

  • ii. Assignment to Servizi Italia and to the sellers of options - respectively of purchase (call) and of sale (put) - aimed at enabling Servizi Italia to obtain 100.0% of the company in 5 years from the closing (in 2024), through the purchase of the remaining 10.0% of the capital.

Established in 2008, Wash Service operates in the market of wash-hire services for nursing homes in northern and central Italy, providing its activities through four separate production sites.

The company is the result of the merger by incorporation (which took place at the beginning of 2019) of the company Washes S.r.l. in Wash Service itself and, in 2018, it generated pro-forma revenues of approximately Euro 7.3 million1 with a net operating result (EBIT) estimated at Euro 0.8 million (EBIT margin of 11.2%).

The sellers (who also represent Company's current top management) will continue to provide their operational support to Wash Service, in order to guarantee continuity, growth, maintenance of customers' relations and enabling Servizi Italia to adopt and benefit from the know-how of the sector.

With the execution of this Transaction, Servizi Italia will have the opportunity to diversify its activities into a segment of the healthcare market characterized by particularly interesting growth and margins, also

1 Total pro-forma revenues calculated as aggregation of the estimated revenues of Wash Service and Washes S.r.l.

1

www.si-servizitalia.com

considering the expected average aging of the population and the number of facilities estimated to grow in the future, to align with the European average.

Characteristics of the Transaction

The closing of the Transaction is expected by the end of the first quarter of 2019, with the fulfilment of some conditions precedent (including, in particular, the approval of the 2018 financial statements and the completion of some interventions in the production sites). The price for the purchase of 90.0% of Wash Service ("Price") is expected to be set in the first quarter of 2019 as well.

Price is currently estimated at approximately Euro 5.3 million and will be defined in consideration of Wash Service and Washes 2018 final results and net financial position at closing.

The exercise price of the put /call options that will allow Servizi Italia to acquire the remaining 10.0% in 2024 will be calculated on the basis of the results recorded by the Company in the year 2023.

The purchase of the Company will be financed through bank debt and the Price will be paid in several tranches between 2019 and 2022. The contractual conditions agreed between the parties also provide a series of standard guarantees for similar transactions for the benefit of Servizi Italia.

For the completion of the Transaction, Servizi Italia availed itself of the support of the Lambertini e Associati law firm (with particular reference to contracts drafting and the legal due diligence activity) and of Aurora Audit (for financial, fiscal and labour law due diligence).

From today this press release is available on websitewww.si-servizitalia.com and disclosed by eMarket SDIR/NIS and 1Info Storage(www.1info.it)systems.

Servizi Italia S.p.A., a company based in Castellina in Soragna (PR), listed on the STAR segment of the Italian Stock Exchange, is the leading operator in Italy in the field of integrated services for hire, washing and sterilization of textile materials and surgical instruments for hospitals. With a technologically advanced production platform, articulated in laundry facilities, textile sterilization centers, surgical instruments sterilization centers and many wardrobes, the Company, which together with its Italian and foreign subsidiaries constitute the Servizi Italia Group, turns primarily to companies in public and private healthcare sector of center / northern Italy and the State of S.Paulo, Brazil, Turkey, India, Albania and Morocco with a wide and diversified offer.

For further information:

Investor Relations

Media Relations

Servizi Italia

iCorporate

Giovanni Manti, Luigi Innocenti

Arturo Salerni, Ilaria Mastrogregori

Tel: +39 0524598511

Tel. + 02 4678749

investor@si-servizitalia.com

servizitalia@icorporate.it

2

www.si-servizitalia.com

Attachments

Disclaimer

Servizi Italia S.p.A. published this content on 28 January 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 28 January 2019 18:18:08 UTC