STAR7 - Press Release pursuant to art. 50, par. 1 of the Regulation adopted by CONSOB resolution

PRESS RELEASE PURSUANT TO ARTICLE 50, PARAGRAPH 1 OF THE REGULATION ADOPTED BY CONSOB RESOLUTION NO. 11971 OF 14 MAY 1999, AS SUBSEQUENTLY AMENDED (THE "ISSUERS' REGULATION"), CONCERNING THE MANDATORY PURCHASE OF THE ORDINARY SHARES OF STAR7 S.P.A. PURSUANT TO ARTICLES 9 AND 10 OF THE BY-LAWS OF STAR7 S.P.A. BY 7BIDCO S.P.A.

 

• Completion by 7BidCo S.p.A. of the acquisition of an aggregate of 8,195,489 STAR7 S.p.A. shares, resulting in the exceeding of the 90% threshold of the share capital of STAR7 S.p.A.
• Occurrence of the conditions triggering the mandatory purchase obligation (the "Mandatory Purchase Obligation") pursuant to Articles 108, paragraph 2, and 109 of Legislative Decree No. 58 of 24 February 1998, as subsequently amended (the "Consolidated Financial Act" or the "TUF")

 

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Alessandria (Valle San Bartolomeo), 9 July 2026 – Further to the press release issued on 1 April 2026, 7BidCo S.p.A. ("7BidCo"), a joint-stock company incorporated under the laws of Italy, having its registered office at Via della Moscova 3, Milan, Italy, tax code, VAT number and registration number with the Companies' Register of Milan Monza-Brianza Lodi 14719980964, whose share capital is directly held by 7MidCo S.r.l., a limited liability company incorporated under the laws of Italy, having its registered office at Via della Moscova 3, Milan, Italy, tax code, VAT number and registration number with the Companies' Register of Milan Monza-Brianza Lodi 14700830962 ("7MidCo") and, indirectly, by the Argos Funds (as defined below), hereby announces that, on today's date, it has completed the acquisition of 8,195,489 shares issued by STAR7 S.p.A. ("STAR7" or the "Issuer"), a company whose shares are admitted to trading on Euronext Growth Milan ("Euronext Growth Milan"), the multilateral trading facility organised and managed by Borsa Italiana S.p.A. ("Borsa Italiana"), representing approximately 91.06% of the Issuer's currently issued share capital (the "Transaction"), in execution, inter alia, of the Investment and Purchase Agreement (as defined below).

Specifically, on 1 April 2026, Argos France S.A.S., a société par actions simplifiée incorporated and existing under the laws of France, having its registered office at 112 avenue de Wagram, 75017 Paris, France, registered with the Registre de Commerce et des Sociétés of Paris under identification number 377 854 682 ("Argos France"), acting as management company of:

(i) Argos Wityu Mid-Market IX SCSp, a société en commandite spéciale incorporated under the laws of Luxembourg, having its registered office at 15, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, registered with the Registre de Commerce et des Sociétés of Luxembourg under identification number B 293610 ("Argos IX"); and

(ii) Argos IX ECOSYSTEM S.L.P., a société de libre partenariat incorporated under the laws of France, having its registered office at 112 avenue de Wagram, 75017 Paris, France, registered with the Registre de Commerce et des Sociétés of Paris under identification number 944 362 623 ("Argos Ecosystem" and, together with Argos IX, the "Argos Funds"),

on the one hand, and Dante S.r.l. and Star A.G. (the "Sellers"), on the other hand, entered into an Investment and Purchase Agreement, pursuant to which the Argos Funds undertook to acquire, on the terms and subject to the conditions set forth therein, all of the shares held by the Sellers in the Issuer's share capital, equal to an aggregate of 6,750,000 shares, representing approximately 75% of the Issuer's share capital (the "Investment and Purchase Agreement").

Accordingly, on today's date, in execution of the obligations undertaken under the Investment and Purchase Agreement, 7BidCo acquired 6,750,000 shares, representing approximately 75% of STAR7's share capital.

In addition to the foregoing, on today's date 7BidCo acquired:

(a) 220,216 shares, representing approximately 2.45% of STAR7's share capital, from Pharus Sicav – Basic Fund;

(b) 225,273 shares, representing approximately 2.50% of STAR7's share capital, from Mr. Gaudenzio Roveda;

(c) 1,000,000 shares, representing approximately 11.11% of STAR7's share capital, through market purchases, with settlement scheduled for 13 July 2026.

Following completion of all the above acquisitions, 7BidCo, which now holds an aggregate of 8,195,489 STAR7 shares, representing 91.06% of the Issuer's share capital, does not intend to restore a sufficient free float to ensure the regular trading of STAR7 shares on Euronext Growth Milan.

 

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In light of the foregoing, pursuant to and for the purposes of Article 108, paragraph 2, of the TUF and Article 50, paragraph 1, of the Issuers' Regulation, 7BidCo hereby announces (this "Press Release") that, as of today's date, following completion of the Transaction, the conditions triggering 7BidCo's Mandatory Purchase Obligation pursuant to Articles 108, paragraph 2, and 109 of the TUF, as voluntarily incorporated by reference under Articles 9 and 10 of STAR7's By-Laws, have occurred.

Accordingly, 7BidCo will purchase the remaining STAR7 shares from any shareholder requesting the sale thereof (the "Procedure"), rather than launching the mandatory tender offer previously referred to in the press release dated 1 April 2026.

The Procedure relates to a maximum of 761,390 shares, representing approximately 8.46% of the Issuer's share capital (the "Shares Subject to the Procedure"), corresponding to all of the Issuer's shares, excluding:

• 8,195,489 shares, representing approximately 91.06% of the Issuer's share capital, acquired by 7BidCo on today's date; and
• 42,873 treasury shares held by the Issuer, representing approximately 0.48% of the Issuer's share capital.

For each Share Subject to the Procedure tendered thereunder, 7BidCo will pay a cash consideration equal to Euro 9.6671 (nine point six six seven one) per share (the "Consideration").

The Consideration corresponds to the price paid to the selling shareholders pursuant to Article 10 of STAR7's By-Laws, which provides that such price shall be equal to the higher of:

(i) the highest price paid for the acquisition of securities of the same class during the twelve months preceding the date on which the purchase right or the Mandatory Purchase Obligation arose, by the relevant person or, to the knowledge of the Board of Directors, by persons acting in concert with such person; and

(ii) the six-month volume-weighted average market price preceding the date on which the purchase obligation or purchase right arose.

It should be noted that the Consideration reflects the distribution of the extraordinary dividend of Euro 2.2329 per share approved by the Issuer's Shareholders' Meeting on 29 June 2026, which was paid on 8 July 2026 (the "Extraordinary Dividend").

Accordingly, the Consideration shall be understood as an ex-dividend consideration with respect to the Extraordinary Dividend.

The Consideration represents a 20.84% premium (or a 48.75% premium on a cum-dividend basis, taking into account the Extraordinary Dividend) over the official share price recorded on the Reference Date (i.e. the last trading day prior to 1 April 2026, being the date on which the execution of the Investment and Purchase Agreement was announced), equal to Euro 8.00.

The table below compares the Consideration with the volume-weighted average official market price of the shares over the reference periods of 1 (one), 3 (three), 6 (six) and 12 (twelve) months preceding (and including) the Reference Date.

Reference Period	Volume-weighted average price (Euro)	Difference between the Consideration and the volume-weighted average price (Euro)	Difference between the Consideration and the volume-weighted average price (% of the volume-weighted average price)	Difference between the cum-dividend Consideration and the volume-weighted average price (Euro)	Difference between the cum-dividend Consideration and the volume-weighted average price (% of the volume-weighted average price)
1 month prior to the Reference Date	8.25	1.42	17.21%	3.65	44.28%
3 months prior to the Reference Date	8.43	1.24	14.72%	3.47	41.21%
6 months prior to the Reference Date	7.94	1.73	21.73%	3.96	49.85%
12 months prior to the Reference Date	7.04	2.63	37.37%	4.86	69.10%

Source: Borsa Italiana, FactSet.

 

The investment in STAR7 is aimed at strengthening STAR7's industrial and competitive positioning and supporting its growth trajectory, in full continuity with the strategy already pursued by the Issuer.

In particular, the investment in STAR7 takes place within the context of the ongoing evolution of the sector in which STAR7 operates, characterised by the increasing technological and regulatory complexity of customers' products and by the growing importance of services relating to the management and transmission of technical information throughout the entire product lifecycle.

The Issuer's future strategy will focus on accelerating digitalisation and the adoption of digital and artificial intelligence solutions, strengthening its integrated service offering, supporting geographical and sector expansion, and enhancing operational scale and overall efficiency, while maintaining a firm commitment to continued growth in both the Italian and international markets.

The participants in the Procedure, its legal basis, terms and principal features are set out below.

The Procedure will be carried out by 7BidCo through the publication of the relevant Information Document (the "Information Document"), to which reference should be made for a complete description of the terms and conditions of the Procedure.

Considering the amount of the Consideration and the number of Shares Subject to the Procedure, the maximum aggregate consideration payable amounts to Euro 7,360,433, which is below the Euro 8 million threshold set out in the combined provisions of Article 100, paragraph 2, of the TUF and Article 34-ter, paragraph 1, of the Issuers' Regulation.

Accordingly, the Information Document will not be subject to review or approval by CONSOB or Borsa Italiana.

 

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1. Parties to the Procedure

1.1 Entity Fulfilling the Mandatory Purchase Obligation and Its Shareholding Structure

The entity fulfilling the Mandatory Purchase Obligation is 7BidCo S.p.A., a special purpose vehicle incorporated under the laws of Italy on 12 May 2026, having its registered office at Via della Moscova 3, Milan, Italy, tax code, VAT number and registration number with the Companies' Register of Milan Monza-Brianza Lodi 14719980964.

As of the date of this Press Release, the entire share capital of 7BidCo is indirectly held, through the Italian special purpose vehicle 7MidCo, by StarGalaxy 7 S.A., a société anonyme incorporated under the laws of Luxembourg, having its registered office at 1A, rue Jean Piret, L-2350 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (RCS Luxembourg) under number B308798 ("LuxCo").

As of the date of this Press Release, the share capital of LuxCo is held as follows:

(a) (A) Argos Wityu Mid-Market IX SCSp, a société en commandite spéciale incorporated under the laws of Luxembourg, having its registered office at 15, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, registered with the Registre de Commerce et des Sociétés of Luxembourg under identification number B293610 ("Argos IX"); and

(B) Argos IX ECOSYSTEM S.L.P., a société de libre partenariat incorporated under the laws of France, having its registered office at 112 avenue de Wagram, 75017 Paris, France, registered with the Registre de Commerce et des Sociétés of Paris under identification number 944 362 623 ("Argos Ecosystem" and, together with Argos IX, the "Argos Funds"),

jointly hold 6,000,000,000 LuxCo shares, representing 67.85% of LuxCo's share capital and therefore control LuxCo.

The Argos Funds are managed by Argos France S.A.S. ("Argos France"), a société par actions simplifiée incorporated and existing under the laws of France, having its registered office at 112 avenue de Wagram, 75017 Paris, France, registered with the Registre de Commerce et des Sociétés of Paris under identification number 377 854 682.

(b) Ruta 40 S.p.A., a joint-stock company incorporated under the laws of Italy, having its registered office at Corso di Porta Nuova 3/A, Milan, tax code, VAT number and registration number with the Companies' Register of Milan Monza-Brianza Lodi 14755990968 ("SPV"), holds 2,659,000,000 LuxCo shares, representing 30.07% of LuxCo's issued and paid-up share capital.

(c) Certain managers of the Issuer's group and other third-party investors hold 183,500,000 LuxCo shares, representing 2.08% of LuxCo's issued and paid-up share capital.

As of the date of this Press Release, the share capital of SPV is held as follows:

• (a) Dante S.r.l., a limited liability company incorporated under the laws of Italy, having its registered office in Alessandria, Salita Mario Pizzo 68, Frazione Valle San Bartolomeo, registered with the Companies' Register of Alessandria-Asti under No. 02478920065, holds 2,055 Class A shares of SPV, representing 77.28% of SPV's share capital;
• (b) Star A.G., an Aktiengesellschaft incorporated under Swiss law, having its registered office at Wiesholz 35, Ramsen, Switzerland, registered with the Commercial Register under No. CHE-102.892.540, holds 345 Class B1 shares of SPV, representing 12.97% of SPV's share capital;
• (c) Enzo Tesi ("ET"), an Italian citizen born in Saluzzo (Italy) on 1 February 1967, tax code TSENZE67B01H727Q, holds 185 Class B2 shares of SPV, representing 6.96% of SPV's share capital;
• (d) Kerley Ferreira de Oliveira ("KF"), a Brazilian citizen born in Nanuque (Brazil) on 13 July 1972, holds 27 Class B2 shares of SPV, representing 1.02% of SPV's share capital;
• (e) Fernando Scarpa Renno ("FR"), a Brazilian citizen born in Belo Horizonte (Brazil) on 10 June 1970, holds 27 Class B2 shares of SPV, representing 1.02% of SPV's share capital;
• (f) Lucas Filizzola ("LF"), a Brazilian citizen born in Belo Horizonte (Brazil) on 10 January 1991, holds 20 Class B2 shares of SPV, representing 0.75% of SPV's share capital.

1.2 Persons Acting in Concert with the Entity Fulfilling the Mandatory Purchase Obligation

As of the date of this Press Release, the following persons are deemed to be persons acting in concert with 7BidCo in relation to the Procedure (the "Persons Acting in Concert"):

(a) SPV, pursuant to Article 101-bis, paragraph 4-bis, letter (a), of the TUF, as a party to the shareholders' agreement entered into today among Argos France, acting in its capacity as management company of the Argos Funds, SPV, Dante S.r.l. and Lorenzo Mondo (the "Shareholders' Agreement");

(b) Dante S.r.l., pursuant to Article 101-bis, paragraph 4-bis, letter (a), of the TUF, as a party to the Shareholders' Agreement;

(c) Lorenzo Mondo, pursuant to Article 101-bis, paragraph 4-bis, letter (a), of the TUF, as a party to the Shareholders' Agreement;

(d) 7MidCo, pursuant to Article 101-bis, paragraph 4-bis, letter (b), of the TUF, as the entity directly controlling 7BidCo;

(e) LuxCo, pursuant to Article 101-bis, paragraph 4-bis, letter (b), of the TUF, as the entity indirectly controlling 7BidCo; and

(f) the Argos Funds, pursuant to Article 101-bis, paragraph 4-bis, letter (b), of the TUF, as the entities indirectly controlling 7BidCo.

The Procedure relating to the Mandatory Purchase Obligation will be launched by 7BidCo also in the name and on behalf of the Persons Acting in Concert.

The joint obligation to launch the Procedure incumbent upon 7BidCo and the Persons Acting in Concert, pursuant to Articles 108, paragraph 2, and 109 of the TUF, as voluntarily incorporated by reference under Articles 9 and 10 of the Issuer's By-Laws, shall be discharged by 7BidCo, which shall therefore be the sole purchaser of the Shares Subject to the Procedure tendered thereunder and shall bear all costs arising from the payment of the Consideration.

 

1.3 Issuer

The Issuer is STAR7 S.p.A., a joint-stock company incorporated under the laws of Italy on 13 July 2000, having its registered office at Via Alessandria 37/B, Alessandria (AL), Italy, tax code, VAT number and registration number with the Companies' Register of Alessandria-Asti 01255170050, with a share capital of Euro 599,340.00, fully subscribed and paid in, divided into 8,999,752 shares with no par value.

The Shares are admitted to trading on Euronext Growth Milan, the multilateral trading facility organised and managed by Borsa Italiana and are subject to the dematerialisation regime pursuant to Article 83-bis of the TUF (ISIN IT0005466195).

As of the date of this Press Release, the Argos Funds, through LuxCo, 7MidCo and 7BidCo, indirectly hold 8,195,489 shares, representing approximately 91.06% of the Issuer's share capital.

As of the date of this Press Release, the Issuer holds 42,873 treasury shares, representing approximately 0.48% of its share capital.

2. Class and Number of Shares Subject to the Procedure

As indicated above, the Shares Subject to the Procedure consist of all of the Issuer's Shares, excluding:

• the aggregate 8,195,489 shares already held by 7BidCo as of today's date, representing approximately 91.06% of the Issuer's share capital; and
• the 42,873 treasury shares held by the Issuer, representing approximately 0.48% of its share capital.

Accordingly, the Procedure relates to an aggregate of 761,390 shares, representing approximately 8.46% of the Issuer's share capital.

Following the publication of this Press Release, 7BidCo reserves the right to purchase, procure the purchase of or otherwise acquire shares outside the Procedure, within the limits permitted by the applicable laws and regulations.

Any such purchases will be disclosed to the market pursuant to Article 41, paragraph 2, letter (c), of the Issuers' Regulation.

Accordingly, the number of Shares Subject to the Procedure may be automatically reduced as a result of any purchases carried out by 7BidCo and/or the Persons Acting in Concert outside the Procedure.

The Procedure is addressed, on equal terms and conditions, to all holders of the Shares Subject to the Procedure.

Considering that the maximum aggregate consideration payable amounts to Euro 7,360,433, which is below the Euro 8 million threshold set out in the combined provisions of Article 100, paragraph 2, of the TUF and Article 34-ter, paragraph 1, of the Issuers' Regulation, the Information Document will not be subject to review or approval by CONSOB or Borsa Italiana.

 

3. Exercise of the Right to Purchase Pursuant to Article 111 of the TUF

As 7BidCo, together with the Persons Acting in Concert, already holds an aggregate interest representing at least 90% of STAR7's share capital, it hereby declares its intention to exercise the right to purchase the remaining STAR7 shares pursuant to Article 111 of the TUF, while simultaneously fulfilling the mandatory purchase obligation pursuant to Article 108, paragraphs 1 and 2, of the TUF, through the joint procedure to be agreed with Borsa Italiana, which will be the subject of a subsequent market announcement.

 

4. Delisting of STAR7 Shares from Euronext Growth Milan

As a consequence of the foregoing, STAR7 shares will be delisted from Euronext Growth Milan in accordance with the procedures and timetable set out under the applicable laws and regulations.

 

5. Publication of Notices and Documents Relating to the Procedure

The Information Document, together with all notices and documents relating to the Procedure, will be made available, inter alia, on the Issuer's website at:

www.star-7.com

 

6. Advisors

7BidCo and Argos France are advised by Giovannelli e Associati, acting as legal counsel, and by Alantra S.r.l., acting as financial advisor.

Banca Akros S.p.A. – Banco BPM Group will act as the intermediary responsible for coordinating the collection of tender requests.

The Sellers were advised by Emintad Italy S.r.l., acting as financial advisor, and by White & Case, acting as legal counsel.

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Disclaimer

This press release does not constitute, nor is it intended to constitute, an offer, invitation or solicitation to buy or otherwise acquire, subscribe for, sell or otherwise dispose of financial instruments, and no sale, issuance or transfer of STAR7 S.p.A. financial instruments will be carried out in any jurisdiction in violation of the applicable laws thereof.

The Procedure will be implemented through the publication of the relevant Information Document, which will contain a full description of the terms and conditions of the Procedure, including the procedures for tendering Shares.

The publication or distribution of this press release in jurisdictions other than Italy may be subject to restrictions under applicable law. Accordingly, any person subject to the laws of any jurisdiction other than Italy is required to inform themselves independently about any applicable legal or regulatory restrictions and to ensure compliance therewith.

Any failure to comply with such restrictions may constitute a violation of the applicable laws of the relevant jurisdiction. To the fullest extent permitted under applicable law, the parties involved in the Procedure shall be deemed exempt from any liability or adverse consequences arising from any breach of such restrictions by any such persons.

This press release has been prepared in accordance with Italian law, and the information contained herein may differ from that which would have been disclosed had this press release been prepared in accordance with the laws of jurisdictions other than Italy.

No copy of this press release or any other document relating to the Procedure is being, or may be, mailed or otherwise transmitted or distributed in or into any jurisdiction where to do so would constitute a violation of the applicable laws or regulations or would expose any person to civil, criminal or regulatory liability. Any person receiving such documents (including custodians, nominees or trustees) must not mail or otherwise transmit or distribute them into or from any such jurisdiction.

 

 

Notice regarding the English Translation

This document includes an English translation prepared with the assistance of artificial intelligence tools for the convenience of international readers. The translation is provided for information purposes only and does not constitute an official version of the document. In the event of any discrepancy between the English translation and the original Italian text, the Italian version shall prevail.