Page | 1 Press release issued to the market by STAR7 S.p.A. at the request and on behalf of 7BidCo 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NOT FOR PUBLICATION, DISTRIBUTION, OR RELEASE, DIRECTLY OR INDIRECTLY,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.
STAR7 | Public PRESS RELEASE PURSUANT TO ARTICLE 50, PARAGRAPH 1 OF THE REGULATION ADOPTED BY
CONSOB WITH RESOLUTION NO. 11971 OF MAY 14, 1999, AS SUBSEQUENTLY AMENDED
AND SUPPLEMENTED (THE "ISSUERS' REGULATION"), CONCERNING THE OBLIGATION TO PURCHASE
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.
▪ Execution of the purchase transaction, by 7 BidCo S.p.A., of a total of no.
8,195,489 shares of STAR7 S.p.A., and consequent exceeding of the 90% threshold of the share capital of STAR7 S.p.A.
▪ Existence of the conditions for the fulfillment of the purchase obligation (the "Purchase Obligation") referred to in articles 108, paragraph 2, and 109 of Legislative Decree no. 58 of February 24, 1998, as subsequently amended and supplemented (the "TUF")
***
Alessandria (Valle San Bartolomeo), July 9, 2026 – Following the press release of April 1, 7BidCo S.p.A. (“7BidCo”), an Italian joint-stock company, with registered office in Milan, Via della Moscova, 3, tax code, VAT number, and registration number with the Companies' Register of Milan Monza - Brianza Lodi 14719980964, whose share capital is held, directly by 7MidCo S.r.l., an Italian limited liability company, with registered office in Milan, Via della Moscova, 3, 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 it has completed, as of today, the purchase of no. 8,195,489 shares issued by STAR7 S.p.A. (“STAR7” or the “Issuer”), a company with shares admitted to trading on Euronext Growth Milan (“Euronext Growth Milan”), a regulated market organized 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, among other things, of the Investment and Purchase Agreement (as defined below).
In particular, on April 1, 2026, Argos France S.A.S., a simplified joint-stock company incorporated and existing under French law, with registered office at 112 avenue de Wagram, 75017 Paris, France, registered with the Registre de Commerce et des Sociétés of Paris (France), identification number 377 854 682 (“Argos France”), as management company of (i) Argos Wityu Mid-Market IX SCSp, a special limited partnership incorporated under Luxembourg law, with 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 (Grand Duchy of Luxembourg) identification number B 293610 (“Argos IX”); and (ii) Argos IX ECOSYSTEM S.L.P., a general partnership incorporated under French law, with registered office at 112 avenue de Wagram, 75017 Paris, France, registered with the Registre de Commerce et des Sociétés of Paris (France) 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, signed an Investment and Purchase Agreement whereby the Argos Funds undertook to purchase, under the terms and conditions contained therein, all the shares held by the Sellers in the Issuer's share capital, amounting to a total of no. 6,750,000 shares, representing approximately 75% of the Issuer's share capital (the “Investment and Purchase Agreement”). As of today, 7BidCo has
Page | 2 Press release issued to the market by STAR7 S.p.A. at the request and on behalf of 7BidCo 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.
STAR7 | Public therefore purchased, in execution of the obligations undertaken with the Investment and Sale Agreement, 6,750,000 shares representing approximately 75% of the share capital of STAR7.
In addition to the foregoing, on today's date, 7BidCo purchased:
(a) 220,216 shares representing approximately 2.45% of the share capital of STAR7 from Pharus Sicav – Basic Fund;
(b) 225,273 shares representing approximately 2.50% of the share capital of STAR7 from Mr.
Gaudenzio Roveda;
(c) 1,000,000 shares representing approximately 11.11% of the share capital of STAR7 through market transactions, with a settlement date expected on July 13, 2026.
As a result of all the aforementioned acquisitions, 7BidCo – which came to hold a total of 8,195,489 STAR7 shares, representing 91.06% of the Issuer's share capital – does not intend to proceed with the restoration of a sufficient free float to ensure the regular trading of STAR7 shares on Euronext Growth Milan.
*** In consideration of the foregoing, pursuant to and for the effects of Article 108, paragraph 2, of the TUF and Article 50, paragraph 1, of the Issuers' Regulation, 7BidCo hereby announces (the "Announcement") that, on today's date – following the completion of the Transaction – the conditions for 7BidCo's fulfillment of the Purchase Obligation have been met, pursuant to and for the effects of Articles 108, paragraph 2, and 109 of the TUF, as made applicable by voluntary recourse pursuant to Articles 9 and 10 of STAR7's Articles of Association, and therefore, 7BidCo will proceed to purchase the remaining shares issued by STAR7 from each shareholder who requests it (the "Procedure") (and not to launch a full takeover bid as previously indicated in the press release of April 1, 2026).
The Procedure concerns a maximum of 761,390 shares, representing approximately 8.46% of the Issuer's share capital (the "Shares Subject to the Procedure"), i.e., all shares of the Issuer, less the 8,195,489 shares, representing approximately 91.06% of the Issuer's share capital, purchased by 7BidCo today, as well as the 42,873 treasury shares held by the Issuer, representing 0.48% of the Issuer's share capital.
7BidCo will pay each participant in the Procedure a cash consideration, for each Share Subject to the Procedure tendered into the Procedure, equal to Euro 9.6671 (nine/6671) (the "Consideration"), which will be paid in cash.
The Consideration is equal to the consideration paid to the selling shareholders pursuant to art. 10 of STAR7's Articles of Association, which provides that such price will be the higher of (i) the highest price set for the purchase of securities of the same class in the 12 months preceding the arising of the right or the Purchase Obligation by the party required to do so, as well as by parties acting in concert with it, to the extent known to the board of directors, and (ii) the weighted average market price of the last 6 months before the arising of the purchase obligation or right.
It is specified that the Consideration takes into account the distribution of the extraordinary dividend of Euro 2.2329 per Share approved by the Issuer's shareholders' meeting on June 29, 2026, the payment of which was made on July 8, 2026 (the "Extraordinary Dividend"). Therefore, the Consideration must be understood as an ex-dividend consideration with respect to the Extraordinary Dividend.
Page | 3 Press release issued to the market by STAR7 S.p.A. at the request and on behalf of 7BidCo 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.
STAR7 | Public The Consideration incorporates a premium of 20.84% (and 48.75% on a cum-dividend basis compared to the Extraordinary Dividend) compared to the official share price recorded on the Reference Date (i.e., the last trading day preceding April 1, 2026, the date of the announcement of the signing of the Investment and Sale Agreement), equal to Euro 8.00.
The table below compares the Consideration with the volume-weighted average price over the reference periods, calculated on the basis of official share prices in the different timeframes of 1 (one), 3 (three), 6 (six), and 12 (twelve) months preceding the Reference Date (inclusive).
Timeframe | Weighted average price (in Euro) | Difference between the Consideration and the weighted average price (in Euro) | Difference between the Consideration and the weighted average price (in % of the weighted average price) | Difference between the cum-dividend Consideration and the weighted average price (in Euro) | Difference between the cum-dividend Consideration and the weighted average price (in % of the weighted average price) 1 month before the Reference Date | 8.25 | 1.42 | 17.21% | 3.65 | 44.28% 3 months before the Reference Date | 8.43 | 1.24 | 14.72% | 3.47 | 41.21% 6 months before the Reference Date | 7.94 | 1.73 | 21.73% | 3.96 | 49.85% 12 months before 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 position as well as supporting its growth path in full continuity with the strategy already undertaken by the Issuer. In particular, the investment in STAR7 is part of a context of progressive evolution of the sector in which STAR7 operates, characterized by increasing technological and regulatory complexity of customer products and a greater relevance of technical information management and transmission services throughout the entire product lifecycle. The Issuer's future strategy will be focused on accelerating digitalization and the adoption of digital and artificial intelligence solutions, strengthening the integrated service offering, supporting geographical and sectoral expansion, and improving operational scale and overall efficiency, all with a confirmed commitment to development in the Italian and foreign markets.
The participants in the Procedure, the legal prerequisites, and the essential terms and conditions of the Procedure are indicated below.
Page | 4 Press release issued to the market by STAR7 S.p.A. at the request and on behalf of 7BidCo 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.
STAR7 | Public The Procedure will be initiated by 7BidCo through the publication of the relevant information document (the “Information Document”), to which reference is made for a complete description of the terms of the Procedure.
Considering the Consideration and the number of Shares Subject to the Procedure, the maximum outlay is Euro 7,360,433 in total, below the threshold of Euro 8 million referred to in the combined provisions of Article 100, paragraph 2 of the TUF and Article 34-ter, paragraph 1, of the Issuers' Regulation, and, therefore, the Information Document will not be reviewed or approved by CONSOB or Borsa Italiana.
*** * ***
1. PARTIES PARTICIPATING IN THE TRANSACTION
1.1 The entity fulfilling the Purchase Obligation and its shareholding structure The entity fulfilling the Purchase Obligation is 7BidCo S.p.A., an Italian-law company vehicle established on May 12, 2026, with its registered office in Milan, Via della Moscova, 3, 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-law company vehicle 7MidCo, by StarGalaxy 7 S.A., a société anonyme established under Luxembourg law, with its registered office at 1A, rue Jean Piret, L-2350 Luxembourg, Grand Duchy of Luxembourg, registration number with the RCS Luxembourg 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 established under Luxembourg law, with 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 (Grand Duchy of Luxembourg), identification number B 293610 (“Argos IX”); and (B) Argos IX ECOSYSTEM S.L.P., a société de libre partenariat established under French law, with its registered office at 112 avenue de Wagram, 75017 Paris, France, registered with the Registre de Commerce et des Sociétés of Paris (France), identification number 944 362 623 (“Argos Ecosystem” and, together with Argos IX, the “Argos Funds”), jointly hold 6,000,000,000 shares of LuxCo, representing 67.85% of the share capital of LuxCo and, therefore, control LuxCo.
The Argos Funds are managed by the management company Argos France S.A.S. (“Argos France”), a société par actions simplifiée established and existing under French law, with its registered office at 112 avenue de Wagram, 75017 Paris (France), registered with the Registre de Commerce et des Sociétés of Paris (France), identification number 377 854 682;
(b) Ruta 40 S.p.A., a joint-stock company established under Italian law, with its registered office in Milan, Corso di Porta Nuova, 3/A, tax code, VAT number, and registration number with the Companies' Register of Milan Monza-Brianza Lodi 14755990968 (“SPV”), holds 2,659,000,000 shares of LuxCo, representing 30.07% of the subscribed and paid-up share capital of LuxCo; and (c) certain managers of the Issuer's group and other third-party investors hold 183,500,000 shares of LuxCo, representing 2.08% of the subscribed and paid-up share capital of LuxCo.
As of the date of this Press Release, furthermore, the share capital of SPV is held as follows:
(a) Dante S.r.l., an Italian-law limited liability company, with its registered office in Alessandria,
Page | 5 Press release issued to the market by STAR7 S.p.A. at the request and on behalf of 7BidCo 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.
STAR7 | Public Salita Mario Pizzo, 68, Frazione Valle San Bartolomeo, registered with the companies' register of Alessandria - Asti under number 02478920065, holds 2,055 category A shares of SPV, representing 77.28% of the share capital of SPV;
(b) Star A.G., an aktiengesellschaft established under Swiss law, with its registered office in Ramsen no. CH-290.3.004.223-9, Wiesholz 35, Switzerland, registered with the companies' register of Ramsen under number CHE-102.892.540, holds 345 category B1 shares of SPV, representing 12.97% of the share capital of SPV;
(c) Enzo Tesi (“ET”), an Italian citizen, born in Saluzzo (Italy) on February 1, 1967, tax code TSENZE67B01H727Q, holds 185 category B2 shares of SPV, representing 6.96% of the share capital of SPV;
(d) Kerley Ferreira de Oliveira (“KF”), a Brazilian citizen, born in Nanuque (Brazil) on July 13, 1972, holds 27 category B2 shares of SPV, representing 1.02% of the share capital of SPV;
(e) Fernando Scarpa Renno (“FR”), a Brazilian citizen, born in Belo Horizonte (Brazil) on June 10, 1970, holds 27 category B2 shares of SPV, representing 1.02% of the share capital of SPV;
(f) Lucas Filizzola (“LF”), a Brazilian citizen, born in Belo Horizonte (Brazil) on January 10, 1991, holds 20 category B2 shares of SPV, representing 0.75% of the share capital of SPV.
1.2 Persons acting in concert with the entity fulfilling the Purchase Obligation in relation to the Procedure As of the date of this Press Release, the following entities are to be considered 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 part of the shareholders' agreement signed today between Argos France, 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 part of the
Shareholders' Agreement;
(c) Lorenzo Mondo, pursuant to Article 101-bis, paragraph 4-bis, letter a), of the TUF, as part of the Shareholders' Agreement;
(d) 7MidCo, pursuant to Article 101-bis, paragraph 4-bis, letter b), of the TUF, as the entity that directly controls 7BidCo;
(e) LuxCo, pursuant to Article 101-bis, paragraph 4-bis, letter b), of the TUF, as the entity that indirectly controls 7BidCo; and (f) the Argos Funds, pursuant to Article 101-bis, paragraph 4-bis, letter b), of the TUF, as the entities that indirectly control 7BidCo.
The Procedure relating to the Purchase Obligation will be initiated by 7BidCo also in the name and on behalf of the Persons Acting in Concert. The joint obligation to initiate the Procedure incumbent on 7BidCo and the Persons Acting in Concert, pursuant to Articles 108, paragraph 2, and 109 of the TUF – made applicable by voluntary reference pursuant to Articles 9 and 10 of the Issuer's by-laws – is fulfilled by 7BidCo, which will therefore be the sole entity to act as purchaser
Page | 6 Press Release disseminated to the market by STAR7 S.p.A. at the request and on behalf of 7BidCo S.p.A.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH ACTION WOULD NOT BE LEGALLY PERMITTED.
STAR7 | Public of the Shares Subject to the Procedure that will be tendered thereto, as well as to bear the costs arising from the payment of the Consideration.
1.3 Issuer
The Issuer is STAR7 S.p.A., a joint-stock company incorporated under Italian law on July 13, 2000, with registered office in Alessandria (AL), Via Alessandria n. 37/B, 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 up, divided into no. 8,999,752 Shares, without nominal value indication.
The Shares are admitted to trading on Euronext Growth Milan, a multilateral trading system organized and managed by Borsa Italiana, and are subject to the dematerialization regime pursuant to Article 83-bis of the TUF (ISIN code: IT0005466195).
As of the date of this Press Release, the Argos Funds indirectly hold, through LuxCo, 7MidCo and 7BidCo, no. 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 no. 42,873 own shares, representing approximately 0.48% of the Issuer's share capital.
2. CATEGORIES AND QUANTITY OF SHARES SUBJECT TO THE PROCEDURE
As indicated above, the Shares Subject to the Procedure correspond to all of the Issuer's Shares, less the total of no. 8,195,489 shares already held by 7BidCo as of today, representing approximately 91.06% of the Issuer's share capital, as well as the no. 42,873 own shares held by the Issuer, representing 0.48% of the share capital, and therefore a total of no. 761,390 shares, representing 8.46% of the Issuer's share capital.
Following the publication of this Press Release, 7BidCo reserves the right to purchase, have purchased or otherwise acquire shares outside the Procedure within the limits of applicable legal and regulatory provisions. Such purchases will be communicated to the market pursuant to Article 41, paragraph 2, letter c), of the Issuers' Regulation. The number of Shares Subject to the Procedure may therefore be automatically reduced as a result of share purchases made by 7BidCo (and/or Persons Acting in Concert) outside the Procedure.
The Procedure is addressed, without distinction and on equal terms, to all holders of Shares Subject to the Procedure.
Given that the maximum outlay is Euro 7,360,433, which is below the threshold of Euro 8 million referred to 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 reviewed or approved by CONSOB or Borsa Italiana.
3. EXERCISE OF THE RIGHT OF PURCHASE PURSUANT TO ARTICLE 111 OF THE TUF
7BidCo, together with the persons acting in concert with it, already holding an aggregate stake of at least 90% of STAR7's share capital, hereby declares its intention to exercise the right to purchase the remaining STAR7 shares pursuant to Article 111 of the TUF, simultaneously fulfilling the purchase obligation pursuant to Article 108, paragraphs 1 and 2, of the TUF, through the joint procedure that will be agreed with Borsa Italiana and of which appropriate communication will be made to the market.
4. DELISTING OF STAR7 SHARES FROM TRADING ON EURONEXT GROWTH MILAN
Page | 7 Press Release disseminated to the market by STAR7 S.p.A. at the request and on behalf of 7BidCo S.p.A.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH ACTION WOULD NOT BE LEGALLY PERMITTED.
STAR7 | Public As a result of the foregoing, STAR7 shares will be delisted from trading on Euronext Growth Milan in accordance with the methods and procedures provided for by current regulations.
5. PUBLICATION OF PRESS RELEASES AND DOCUMENTS RELATING TO THE PROCEDURE
The Information Document, press releases and all documents relating to the Procedure will be available, among other places, on the Issuer's website at www.star-7.com.
6. ADVISORS TO THE TRANSACTION
7BidCo and Argos France are assisted by Giovannelli e Associati, as legal counsel, and by Alantra S.r.l., as financial advisor, and Banca Akros S.p.A. – Gruppo Banco BPM will act as the intermediary responsible for coordinating the collection of sale requests. The Sellers have been assisted by Emintad Italy S.r.l. as financial advisor and by White & Case, as legal counsel.
Page | 8 Press release issued to the market by STAR7 S.p.A. at the request and on behalf of 7BidCo 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.
STAR7 | Public *** * *** This press release does not constitute, nor does it intend to constitute, an offer, invitation or solicitation to buy or otherwise acquire, subscribe, sell or otherwise dispose of financial instruments, and no sale, issuance or transfer of STAR7 S.p.A. financial instruments will take place in any country in violation of the applicable regulations therein. The Procedure will be carried out through the publication of the relevant Information Document. The Information Document will contain a full description of the terms and conditions of the Procedure, including the subscription methods.
The publication or dissemination of this press release in countries other than Italy may be subject to restrictions based on applicable law, and therefore any person subject to the laws of any country other than Italy is required to independently obtain information on any restrictions provided for by applicable laws and regulations and ensure compliance therewith. Any failure to observe such restrictions may constitute a violation of the applicable regulations of the relevant country. To the maximum extent permitted by applicable law, the parties involved in the Procedure shall be deemed exempt from any liability or detrimental consequence that may arise from the violation of the aforementioned restrictions by the aforementioned relevant persons. This press release has been prepared in accordance with Italian law and the information disclosed herein may differ from that which would have been disclosed had the press release been prepared in accordance with the laws of countries other than Italy.
No copy of this press release, nor any other documents relating to the Procedure, will be, nor may be, mailed or otherwise transmitted or distributed in or into any country where the provisions of local law may give rise to civil, criminal or regulatory risks if information concerning the Procedure is transmitted or made available to STAR7 S.p.A. shareholders in such country or other countries where such conduct would constitute a violation of the laws of such country, and any person receiving such documents (including custodians, nominees or trustees) is required not to mail or otherwise transmit or distribute them to or from any such country.