Informazione
Regolamentata n.
0508-86-2026Data/Ora Inizio Diffusione 15 Luglio 2026 19:37:21Euronext Star Milan
Societa' :DATALOGIC
Utenza - referente :DATALOGICN01 - Colucci Vincenza
Tipologia :3.1
Data/Ora Ricezione :15 Luglio 2026 19:37:21 Data/Ora Inizio Diffusione :15 Luglio 2026 19:37:20 Oggetto :On behalf of Hydra Investimenti S.p.A. -
Fulfilment of the condition relating to the exceeding of the 90% threshold of the share
capital
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES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 Articles 36 and 40- bis, paragraph 3, lett. b) of the Regulation adopted by CONSOB by Resolution No. 11971 of 14 May 1999, as subsequently amended and integrated
* * * * *
FULFILMENT OF THE CONDITION RELATING TO THE EXCEEDING OF THE 90%
THRESHOLD OF THE SHARE CAPITAL
THE ACCEPTANCE PERIOD WILL END ON 17 JULY 2026
Bologna, 15 July 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 ”).
Based on the communication received from BNP Paribas, Italian Branch (in its capacity as Intermediary Appointed to Coordinate the Collection of Acceptances), as a result of the acceptances received in the Offer as of today’s date, No. 2,287,883 Shares have been tendered in the Offer, representing 3.91% of the share capital of the Issuer and equal to 22.15% of the Shares Subject to the Offer.
Therefore, also taking into account (i) No. 37,900,000 Shares already held by Hydra (representing 64.85% of the share capital of the Issuer) as of the Announcement Date; (ii) No. 5,888,058 Treasury Shares (representing 10.07% of the share capital of the Issuer); and (iii) No. 8,197,605 Shares purchased by the Offeror outside the Offer as from the Announcement Date and up to and including today’s date (representing 14.03% of the share capital of the Issuer), the Offeror (together with the Persons Acting in Concert) will hold, as a result of the Offer, a shareholding exceeding 90% of the share capital of Datalogic (as of today’s date equal to 92.86% of the relevant share capital, without prejudice to further acceptances, as well as any purchases of Shares outside the Offer, within the Acceptance Period).
Consequently, (a) as of today’s date the Threshold Condition has been fulfilled, (b) the Reopening of the Acceptance Period will not take place (pursuant to and for the purposes of Article 40 -bis, paragraph 3, letter b) of the Regulation adopted by CONSOB with resolution No. 11971 of 14 May 1999, as subsequently amended and integrated (the “ Issuers’ Regulation ”), and (c) the conditions for the Delisting are met pursuant to applicable regulations.
As indicated in the Offer Document, the Offer is aimed at achieving the Delisting and, as stated in the Offer Document, the Offeror does not intend to restore a sufficient free float to ensure the regular trading of the Shares. Therefore, in light of the exceeding of the 90% threshold of the Issuer’s share capital represented by
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 Shares, the Offeror will proceed with the Joint Procedure and the Shareholders who have not tendered in the Offer will be obliged to transfer ownership of the Shares held by them to the Offeror and, as a result, will receive for each Share held by them a consideration determined pursuant to Article 108, paragraphs 3 and 4, as the case may be, of the TUF, as referred to in Article 111, paragraph 2, of the TUF.
Please note that the Acceptance Period of the Offer will terminate at 17:30 (Italian time) on 17 July 2026, which will therefore represent, subject to any extensions of the Acceptance Period, the last day to tender the Shares in the Offer.
The Offer Document, as well as any other documentation relating to the Offer, is available for public consultation at: (i) the registered office of the Offeror in Bologna, Via Massimo D’Azeglio, No. 57; (ii) the registered office of the Issuer in Calderara di Reno (BO) – Frazione Lippo, Via Candini, No. 2; (iii) the offices of BNP Paribas (Intermediary Appointed to Coordinate the Collection of Acceptances), in Milan, Piazza Lina Bo Bardi No. 3; (iv) the registered offices of the Appointed Intermediaries; (v) the Issuer’s website, at www.datalogic.com /eng; and (vi) the Global Information Agent’s website, at transactions.sodali.com .
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.0508-86-2026 Numero di Pagine: 5