Informazione
Regolamentata n.
0508-112-2026Data/Ora Inizio Diffusione 9 Settembre 2026 10:53:36Euronext Star Milan
Societa' :DATALOGIC
Utenza - referente :DATALOGICN01 - Colucci Vincenza
Tipologia :3.1
Data/Ora Ricezione :9 Settembre 2026 10:53:36 Data/Ora Inizio Diffusione :9 Settembre 2026 10:53:36 Oggetto :On behalf of Hydra Investimenti S.p.A. -
Delisting of the shares of Datalogic S.p.A.
Testo del comunicato
Vedi allegato
Communication issued by Datalogic S.p.A. on behalf of Hydra Investimenti S.p.A.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES
OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY OTHER COUNTRY WHERE SUCH ACTION IS NOT
LEGALLY PERMITTED
1 VOLUNTARY PUBLIC TENDER OFFER LAUNCHED BY HYDRA INVESTIMENTI S.P.A. ON ALL THE
ORDINARY SHARES OF DATALOGIC S.P.A.
PRESS RELEASE
pursuant to Article 36 of the Regulation adopted by CONSOB by Resolution No. 11971 of 14 May 1999, as subsequently amended and integrated.
* * * * *
THE OFFEROR HAS CARRIED OUT THE JOINT PROCEDURE FOR THE EXERCISE OF THE
SQUEEZE-OUT AND THE FULFILMENT OF THE SELL-OUT PURSUANT TO ARTICLE 108,
PARAGRAPH 1, OF THE TUF
DELISTING OF THE SHARES OF DATALOGIC S.P.A. FROM THE DATE HEREOF
Bologna, 9 September 2026 – With reference to the voluntary public tender offer launched, pursuant to Articles 102 et seq. of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and integrated (the “ TUF ”) (the “ Offer ”), by Hydra Investimenti S.p.A. (the “ Offeror ”), a company wholly owned by Hydra S.p.A. (“ Hydra ”), on the ordinary shares (the “ Shares ”) of Datalogic S.p.A. (the “ Issuer ” or “Datalogic ”), the following is hereby announced.
Capitalised terms used in this press release, unless otherwise defined herein, shall have the meaning ascribed to them in the offer document relating to the Offer, approved by CONSOB with resolution No. 24045 of 24 June 2026 and published on 26 June 2026 (the “ Offer Document ”).
The Offer has been launched on a maximum of No. 10,329,249 ordinary shares of Datalogic, representing approximately 17.67% of the share capital of the Issuer, represented by No. 58,446,491 ordinary shares. The Acceptance Period ended on 17 July 2026 at 5:30 p.m. (Italian time).
Terms and conditions of the Joint Procedure It is recalled that, as set out in the press release dated 1 September 2026, CONSOB, by resolution No. 24117 of 1 September 2026, adopted pursuant to Article 50, paragraph 11, of the Issuers’ Regulation, determined the consideration for the exercise of the Squeeze-Out and for the fulfilment of the Sell-Out pursuant to Article 108, paragraph 1, of the TUF, to be paid under the Joint Procedure, in an amount of Euro 5.70, equal to the Post-Dividend Consideration (the “ Joint Procedure Consideration ”), for each of the No. 2,279,442 Shares still outstanding, i.e. the Shares that were not tendered in the Offer during the Acceptance Period and were not purchased by the Offeror outside the Offer, representing approximately 3.90% of the share capital of the Issuer (the “ Residual Shares ”).
The Offeror hereby announces that, on the date hereof, it has exercised the Squeeze-Out and, at the same time, has fulfilled the Sell-Out pursuant to Article 108, paragraph 1, of the TUF, having thus carried out the Joint Procedure in respect of all the Residual Shares.
In particular, the Offeror announces that, on the date hereof, it has notified the Issuer – pursuant to and for the purposes of Article 111, paragraph 3, of the TUF – that a sum equal to the aggregate value of the Residual Shares, amounting to Euro 12,992,819.40 (the “ Joint Procedure Aggregate Value ”), has been deposited and
Communication issued by Datalogic S.p.A. on behalf of Hydra Investimenti S.p.A.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES
OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY OTHER COUNTRY WHERE SUCH ACTION IS NOT
LEGALLY PERMITTED
2 is available with BNP Paribas, Italian Branch (the “ Bank ”), in a current account in the name of the Offeror and allocated to the payment of the Joint Procedure Aggregate Value, in accordance with the irrevocable instructions given by the Offeror to the Bank.
Accordingly, pursuant to Article 111, paragraph 3, of the TUF, as from the notification of the deposit with the Bank, the transfer of the Residual Shares in favour of the Offeror was completed on the date hereof, with the Issuer consequently recording the Offeror as the holder of the Residual Shares in the shareholders’ register.
Holders of the Residual Shares will be able to obtain payment of the Joint Procedure Consideration – equal to Euro 5.70 for each Residual Share – directly from their respective intermediaries. The obligation to pay the Joint Procedure Consideration shall be deemed fulfilled once the relevant funds have been transferred to the Appointed Intermediaries from which the Residual Shares subject to the Joint Procedure originate. Holders of the Residual Shares shall bear the sole risk that the Appointed Intermediaries, or the Depositary Intermediaries, fail to transfer the funds to the persons entitled thereto, or delay such transfer.
It is further recalled that – upon expiry of the five-year limitation period set out in Article 2949 of the Italian Civil Code and without prejudice to the provisions of Articles 2941 et seq. of the Italian Civil Code – the right of holders of the Residual Shares to obtain payment of the Joint Procedure Consideration will be extinguished, and the Offeror will be entitled to obtain the return of the portion of the Joint Procedure Aggregate Value not collected by the persons entitled thereto.
Delisting of the Shares The Offeror also recalls that, as from the date hereof, by resolution No. 9143 of 2 September 2026, Borsa Italiana has ordered the Delisting of the Shares from Euronext Milan (following suspension from trading in the trading sessions of 7 September 2026 and 8 September 2026).
Communication issued by Datalogic S.p.A. on behalf of Hydra Investimenti S.p.A.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES
OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY OTHER COUNTRY WHERE SUCH ACTION IS NOT
LEGALLY PERMITTED
3 * * * * *
DISCLAIMER
The offer described in this notice (the “ Offer ”) will be promoted by Hydra Investimenti S.p.A. (“ Hydra Investimenti ”) on the ordinary shares of Datalogic S.p.A. (“ Datalogic ”). This notice does not constitute an offer to purchase nor a solicitation to sell Datalogic shares.
Prior to the commencement of the acceptance period of the Offer, as required by applicable regulations, the Offeror will publish the Offer Document, which Datalogic shareholders should examine carefully.
The Offer is addressed, on equal terms, to all holders of Datalogic shares and will be promoted in Italy as the shares are listed on Euronext STAR Milan, a regulated market organised and managed by Borsa Italiana S.p.A., and, save as indicated below, are subject to the disclosure obligations and procedural requirements provided for under Italian law.
As at the date of this notice, the Offer has not been and will not be promoted or disseminated in the United States of America, Canada, Japan and Australia, nor in any other country where such an Offer is prohibited in the absence of authorisation from the competent authorities or other compliance by the Offeror (such countries, including the United States of America, Canada, Japan and Australia, collectively, the “ Other Countries ”), nor by using national or international communication or commercial channels in the Other Countries (including, by way of example, the postal network, fax, email, telephone and the Internet), nor through any structure of any of the financial intermediaries in the Other Countries, nor in any other manner.
This announcement does not constitute an offer or a solicitation of an offer of securities in the United States of America or in the Other Countries. No securities of Datalogic or the Offeror have been registered under the Securities Act of 1933, as amended, and neither Datalogic nor the Offeror intends to register such securities in the United States of America or to conduct a public tender offer of the securities in the United States of America. There will be no public tender offer of the securities in the United States of America or in the Other Countries. Any public tender offer of securities to be made in the United States or in the Other Countries will be made by means of an offering memorandum, which may be obtained from the relevant issuer and which will contain detailed information on the issuer and its management, as well as the relevant financial statements.
No instrument may be offered or traded in the Other Countries without specific authorisation in accordance with the applicable provisions of the local law of such countries or an exemption from such provisions.
Participation in the Offer by persons resident in countries other than Italy may be subject to specific obligations or restrictions under statutory or regulatory provisions. It is the sole responsibility of persons intending to participate in the Offer to comply with such rules and, therefore, before participating in the Offer, such persons shall be required to verify their existence and applicability by consulting their own advisers.
Fine Comunicato n.0508-112-2026 Numero di Pagine: 5