1 of 15 Communication issued by Tandem S.r.l. and disseminated to the market by Compagnia dei Caraibi S.p.A. Società Benefit at the request and on behalf of Tandem S.r.l.
* * * VOLUNTARY PUBLIC TAKEOVER BID FOR ALL ORDINARY SHARES AND ANY COMPENDIUM SHARES OF COMPAGNIA DEI CARAIBI S.P.A. SOCIETÀ BENEFIT PROMOTED BY TANDEM S.R.L.
Communication pursuant to art. 102, paragraph 1, of Legislative Decree no. 58 of February 24, 1998, as subsequently amended and supplemented (the “TUF”) and art. 37 of the Regulation adopted by CONSOB with resolution no. 11971 of May 14, 1999, as subsequently amended and supplemented (the “Issuers’ Regulation”), concerning the voluntary public takeover bid promoted by Tandem S.r.l. for the ordinary shares of Compagnia dei Caraibi S.p.A. Società Benefit, as well as for any compendium shares that may arise from the potential conversion of the convertible bond loan “Compagnia dei Caraibi S.p.A. Obbligazioni Convertibili 2024 - 2028”.
This document must not be disseminated, published, or distributed, in whole or in part, directly or indirectly, in the United States of America, Canada, Australia, and Japan, as well as in any other country where its dissemination, publication, or distribution constitutes a violation of the applicable laws or regulations in such jurisdiction or would not be permitted without authorization from the competent authorities.
* * * Ivrea (TO), July 13, 2026 – With this communication (the “Communication”), Tandem S.r.l. (the “Offeror” or “BidCo”) announces, also in the name and on behalf of the Persons Acting in Concert (as defined below), that it has today resolved to promote a voluntary public takeover bid (the “Offer”) aimed at acquiring all the shares of Compagnia dei Caraibi S.p.A. Società Benefit (the “Issuer” or “Compagnia dei Caraibi”), a company whose shares are traded on Euronext Growth Milan (“Euronext Growth Milan” or “EGM”), a multilateral trading system organized and managed by Borsa Italiana S.p.A. (“Borsa Italiana”), and consequently to achieve the delisting of the shares from EGM (the “Delisting”), as further specified below. In particular, the Offer concerns:
(i) the maximum of no. 3,762,189 ordinary shares of Compagnia dei Caraibi (the “Shares”), representing approximately 25.99% of the Issuer’s pre-dilution share capital (1) and approximately 25.26% of the Issuer’s fully-diluted share capital (1), equal to all Shares in circulation as of the date of this Communication, net of:
(a) the no. 10,500,861 Shares held by Gem S.r.l. – with registered office in Ivrea (TO), Vicolo Baratono n. 3, tax code, VAT number, and registration number with the Companies’ Register of Turin 02208870994 – (“Gem”), representing approximately 72.53% of the Issuer’s pre-dilution share capital and approximately 70.50% of the Issuer’s fully-diluted share capital;
(b) the no. 83,508 Shares held by Trolley S.r.l. – with registered office in Colleretto Giacosa (TO), Via Ribes n. 3, tax code, VAT number, and registration number with the Companies’ Register of Turin 07025470480 – (“Trolley”), representing approximately 0.58% of the Issuer’s pre-dilution share capital and approximately 0.56% of the Issuer’s fully-diluted share capital; and (c) the no. 131,702 treasury shares (the “Treasury Shares”), representing approximately 0.91% of the Issuer’s pre-dilution share capital and approximately 0.88% of the Issuer’s fully-diluted share capital;
(1) For the sake of clarity, in this Communication, any reference to “pre-dilution” share capital shall be understood as referring to the Issuer’s share capital calculated based on the number of shares issued by the Issuer and in circulation as of the date of this Communication, including the Treasury Shares. The “pre-dilution” capital does not take into account any Compendium Shares. Conversely, any reference to “fully-diluted” share capital shall be understood as referring to the Issuer’s share capital, including the Treasury Shares, calculated assuming the full conversion of the Convertible Bonds into Compendium Shares.
2 of 15 (ii) a maximum of 416,660 treasury shares (the "Treasury Shares"), representing approximately 2.80% of the Issuer's fully-diluted share capital, potentially issued by the Issuer if the holder of the Convertible Bonds (as defined below) exercises the conversion right due to them under the POC Regulations (as defined below).
The Offer therefore covers a maximum of 3,762,189 Shares outstanding as of the date of this Communication, as well as a maximum of 416,660 Treasury Shares (collectively, the "Shares Subject to the Offer").
It is understood that the actual number of Treasury Shares to be allocated in the event of exercise of the conversion right of the Convertible Bonds referred to in the POC Regulations will be determined in accordance with Article 10 of the POC Regulations by the Conversion Agent (as defined therein), by dividing the remaining unit nominal value of each Convertible Bond as of the date of the conversion request by the conversion price.
The Offeror shall pay, should the Offer Conditions (as defined below) occur (or be waived), a cash consideration of Euro 0.40 (zero point forty) for each Share Subject to the Offer tendered in the Offer (the "Consideration").
The Consideration incorporates: (i) a premium of 17.6% compared to the official share price as of July 10, 2026 (the last trading day preceding the date of this Communication) (the "Reference Date"), and (ii) a premium of 5.5%, 11.7%, 6.3%, and 0.7% compared to the volume-weighted average of the official prices recorded for the Shares in the 1 (one), 3 (three), 6 (six), and 12 (twelve) months preceding the Reference Date (inclusive).
The Offeror shall promote the Offer in the manner and within the timeframes provided for by the applicable regulatory and statutory provisions, it being specified, however, that, given that the maximum value of the Offer – calculated on the basis of the Consideration and the number of Shares Subject to the Offer – is less than the threshold of Euro 8 million, the publication of an offer document to be submitted for the approval of the National Commission for Companies and the Stock Exchange ("CONSOB") or Borsa Italiana is not required, pursuant to the combined provisions of Articles 100, paragraphs 2 and 3, letter c), of the TUF and 34-ter, paragraph 01, of the Issuers' Regulation.
In any case, in relation to the Offer, the Offeror will voluntarily publish, for the purpose of complete and transparent market disclosure, an offer document (the "Offer Document") which, as specified, will not be reviewed or approved by CONSOB or Borsa Italiana.
The purpose, terms, and essential elements of the Offer are indicated below.
For any further information and for a complete description and evaluation of the Offer, please refer to the Offer Document which will be made available to the market before the commencement of the Offer.
1. PARTIES INVOLVED IN THE TRANSACTION
1.1 The Offeror and its shareholding structure The Offeror is Tandem S.r.l., a limited liability company established under Italian law, with its registered office in Ivrea (TO), Vicolo Baratono n. 3, tax code, VAT number, and registration number with the Companies' Register of Turin 13454680011, REA n. TO – 1364172.
From its incorporation to the date of this Communication, the Offeror has not carried out any operational activity, except for activities related to the Offer.
As of the date of this Communication, the Offeror is managed by a sole director, Dr. Edelberto Baracco ("EB").
As of the date of this Communication, the Offeror's share capital is Euro 10,000.00, fully paid up, and is entirely held by Gem.
The Offeror has today signed a framework agreement with Gem, Trolley, Camillo Rossotto, born in Turin (TO) on July 17, 1962, CF RSSCLL62L17L219C ("CR") and Thibaut Fustel, born in Le Mans (France) on March 30, 1974, CF FRSTBT74C30Z110H ("TF") (jointly, the "Parties") in order to define the structure of the Offer and the commitments of each of them in the context thereof (the "Framework Agreement"). The Framework Agreement contains, inter alia, the following provisions:
(a) the terms and conditions of the Offer and the regulation of the commitments related thereto, including the commitments of Gem, CR, and TF to make payments towards future capital increases in favor of
3 of 15 of the Offeror, in order to provide the Offeror with the necessary financial resources to cover the Maximum Outlay (as defined below) and the payment obligations connected to the Offer;
(b) the undertakings of Gem and Trolley, subject to the fulfillment of the Offer Conditions, to contribute their respective Shares to the Offeror, provided that the unit value of each Share to be contributed shall not exceed the Consideration;
(c) the undertakings of Gem and Trolley in relation to the conduct of the Offer and, in particular, save as provided in the preceding letter (b), to: (i) not sell, transfer, create liens or encumbrances on (save for cases expressly provided therein), or otherwise dispose of their respective Shares and/or subscribe or enter into any agreement in relation thereto; (ii) not undertake, continue, solicit, discuss, negotiate, facilitate negotiations, or provide information to attract, negotiate or accept offers in relation to their respective Shares; (iii) not make (or agree to make), directly or indirectly, any purchase of Shares (or financial instruments giving the right to purchase or subscribe them) nor assume any long position with reference to the same Shares in the period between the date of signing the Framework Agreement and the expiry of the Offer and, in the event of the Offer being completed, also for the subsequent 6 months from the last payment date of the consideration within the Offer; and (iv) in the event of a competing offer being promoted by third parties, pursuant to article 44 of the Issuers' Regulation, not to accept the competing offer under any circumstances, even if the Offer is not completed;
(d) the undertakings of CR and TF in relation to the conduct of the Offer and, in particular, to: (i) not make (or agree to make), directly or indirectly, any purchase of Shares (or financial instruments giving the right to purchase or subscribe them) nor assume any long position with reference to the same Shares in the period between the date of signing the Framework Agreement and the expiry of the Offer and, in the event of the Offer being completed, also for the subsequent 6 months from the last payment date of the consideration within the Offer; and (ii) in the event of a competing offer being promoted by third parties, pursuant to article 44 of the Issuers' Regulation, not to participate in any capacity in the competing offer, even if the Offer is not completed;
(e) subject to the completion of the Offer and the Delisting, the undertakings to ensure that Compagnia dei Caraibi adopts new articles of association, in order to disapply the regulations provided for listed companies;
(f) subject to the fulfillment of the Offer Conditions and the Delisting, the undertakings of Gem, CR and TF, each within their respective scope of competence, to: (i) resolve on the increase of the Offeror's share capital from nominal Euro 10,000.00 to nominal Euro 2,130,000.00 reserved for subscription by Gem, CR and TF, to be paid up by way of set-off against payments on account of future capital increases respectively made (the "Capital Increase"); and (ii) subscribe and fully pay up the Capital Increase;
(g) subject to the fulfillment of the Offer Conditions and the Delisting, the undertakings of the Parties, each within their respective scope of competence, to: (i) resolve on the increase of the Offeror's share capital reserved for subscription by Gem and Trolley, to be paid up by way of contribution in kind of their respective Shares (the "In-Kind Capital Increase"), provided that the unit value of each Share to be contributed shall not exceed the Consideration; and (ii) subscribe and fully pay up the In-Kind Capital Increase by contributing their respective Shares;
(h) subject to the completion of the Offer and the Delisting, and following the completion of the Capital Increase and the In-Kind Capital Increase, the undertaking of the Parties to cooperate in good faith and exercise their respective rights as shareholders of the Offeror and/or Compagnia dei Caraibi and carry out the activities to achieve the merger by incorporation of the Offeror into the Issuer (the "Reverse Merger");
(i) subject to the completion of the Offer and the Delisting, and following the completion of the Capital Increase and the In-Kind Capital Increase, the undertaking of the Parties to subscribe, on the effective date of the Reverse Merger, a shareholders' agreement (the "Shareholders' Agreement")
4 of 15 Shareholders' Agreement”), which contains the usual forecasts for this type of transaction, concerning in particular, among other things:
(i) Gem's right to appoint the majority of the directors and statutory auditors of Compagnia dei Caraibi, including the Chairman of the Board of Directors and the Chairman of the Board of Statutory Auditors;
(ii) the identification of the current Chief Executive Officer of Compagnia dei Caraibi as the person who will hold the position of Chief Executive Officer;
(iii) qualified majorities on certain limited matters within the shareholders' meeting's competence;
(iv) restrictions on the transfer of shareholdings in Compagnia dei Caraibi, including in particular an undertaking by the parties not to carry out any transfer of said shareholdings for a period of 3 (three) years from the effective date of the Shareholders' Agreement (the so-called Lock-up), except for cases of transfers permitted under the Shareholders' Agreement;
(v) exit mechanisms (exit) for CR and TF aimed at valuing their investment in Compagnia dei Caraibi, according to standard practices for similar transactions.
As a result of the binding commitments undertaken under the Framework Agreement and the payments on account of future capital increase described above, subject to the completion of the Offer upon fulfillment of the Offer Conditions and, therefore, the obtaining of the Delisting, the Capital Increase will be resolved, subscribed and paid up, at the end of which the share capital of the Offeror will be equal to Euro 2,130,000.00 and will be divided as follows:
- Gem will hold a shareholding representing approximately 67.14% of the Offeror's share capital;
- TF will hold a shareholding representing approximately 16.43% of the Offeror's share capital; and
- CR will hold a shareholding representing approximately 16.43% of the Offeror's share capital.
For further information, please refer to the Offer Document which will be made available to the public before the commencement of the Offer.
1.2 Persons acting in concert with the Offeror in relation to the Offer Pursuant to article 101-bis, paragraphs 4 and 4-bis, of the TUF, Gem, Trolley, EB, CR and TF are persons acting in concert with the Offeror (the "Persons Acting in Concert" and, each of them, a "Person Acting in Concert").
In particular:
(i) Gem is to be considered a person acting in concert with the Offeror pursuant to article 101-bis, paragraph 4-bis, letters a) and b), of the TUF, as the entity that, as of the date of this Communication, directly controls the Offeror, as well as being a party to the Framework Agreement;
(ii) Trolley is to be considered a person acting in concert with the Offeror pursuant to article 101-bis, paragraph 4-bis, letters a) and b), of the TUF, as the entity that, as of the date of this Communication, directly controls Gem, as well as being a party to the Framework Agreement;
(iii) EB is to be considered a person acting in concert with the Offeror pursuant to article 101-bis, paragraph 4-bis, letters b) and d), of the TUF, as the sole shareholder and sole director of Trolley, which directly controls Gem, as well as being the sole director of Gem and the Offeror;
(iv) TF is to be considered a person acting in concert with the Offeror pursuant to article 101-bis, paragraph 4-bis, letter a), of the TUF, as a party to the Framework Agreement; and (v) CR is to be considered a person acting in concert with the Offeror pursuant to article 101-bis, paragraph 4-bis, letter a), of the TUF, as a party to the Framework Agreement.
The Offer will be promoted by the Offeror also in the name and on behalf of the Persons Acting in Concert and, therefore, any obligation and/or fulfillment relating to the Offer will be fulfilled by the Offeror also on behalf of the Persons Acting in Concert.
5 of 15 The Offeror shall be the sole party to act as purchaser of the Shares Subject to the Offer tendered to the Offer, as well as to assume the financial burdens arising from the payment of the consideration.
1.3 The Issuer The Issuer is Compagnia dei Caraibi S.p.A. Società Benefit, a joint-stock company incorporated under Italian law, with its registered office in Colleretto Giacosa (TO), via Ribes, no. 3, tax code, VAT number and registration number with the Companies' Register of Turin 09971520011, REA no. TO - 1095925.
Pursuant to Article 4 of the Issuer's articles of association (the "Articles"), the duration of the Issuer is set at December 31, 2100.
The Issuer's subscribed and paid-up share capital amounts to Euro 832,278.00, divided into no. 14,478,260 Shares, without any expressed nominal value.
The Issuer's Shares are traded on the multilateral trading system Euronext Growth Milan with ISIN code IT0005453235 and are subject to the dematerialisation regime and are entered into the centralised management system for financial instruments pursuant to Article 83-bis of the TUF.
As of the date of this Communication, there are no categories of shares other than the Shares.
As of the date of this Communication, the Issuer holds no. 131,702 Own Shares, equal to approximately 0.91% of the Issuer's pre-dilution share capital and approximately 0.88% of the Issuer's fully-diluted share capital.
As of the date of this Communication, Gem exercises legal control over the Issuer pursuant to Article 2359 of the Civil Code and Article 93 of the TUF.
The following table shows – based on the information published on the Issuer's website as of the date of this Communication – the composition of the Issuer's share capital as of the date of this Communication:
| Principal Shareholders | No. of Shares Held | % of Share Capital |
|---|---|---|
| Gem S.r.l. | 10,500,861 | 72.53% | | Giuseppe Ciciliani | 783,589 | 5.41% | | Market | 3,062,108 | 21.15% | | Own Shares | 131,702 | 0.91% | | **Total** | **14,478,260** | **100%** |
It is specified that the information reported above, taken from the Issuer's website, may not be up-to-date and/or in line with data processed by other sources, should subsequent changes in shareholdings not have resulted in disclosure obligations for the shareholders.
Except for the Convertible Bonds (as defined below) and as provided below, as of the date of this Communication, the Issuer does not appear to have issued convertible bonds, warrants and/or financial instruments that grant voting rights, even if limited to specific matters, in ordinary or extraordinary general meetings, and/or other financial instruments that may grant third parties future rights to acquire the Issuer's shares or voting rights, even if limited to specific matters, nor is there any commitment for the issuance of convertible bonds or any delegation that grants the Issuer's Board of Directors the power to resolve on the issuance of shares and/or convertible bonds.
Convertible Bonds – Convertible Bond Loan "Compagnia dei Caraibi S.p.A. Convertible Bonds 2024-2028" On July 15, 2024, the Issuer's extraordinary general meeting resolved to delegate to the Board of Directors, pursuant to Article 2420-ter of the Civil Code, the power to issue convertible bonds, possibly also with warrants (which grant the right, at the discretion of the Board of Directors, to receive ordinary shares and/or bonds, including convertible bonds possibly issued by the board itself in the exercise of a delegation, free of charge or for a fee, including newly issued ones), in one or more tranches, even if divisible, within five years from the relevant resolution, to be offered by option to eligible persons, or with exclusion or limitation
6 of 15 – in whole or in part – of the pre-emptive subscription right pursuant to paragraph 5 of art. 2441 of the Italian Civil Code, for a maximum nominal amount of Euro 6,000,000.00, also resolving the corresponding capital increase to service the conversion of the bonds, in one or more tranches and in a divisible manner, by issuing ordinary shares of the Issuer having regular enjoyment and the same characteristics as the ordinary shares already in circulation on the date of issue.
On December 18, 2024, the Issuer's Board of Directors, in partial exercise of the delegation conferred upon it, pursuant to art. 2420-ter of the Italian Civil Code, by the Shareholders' Meeting of July 15, 2024, has, inter alia: (i) approved the issuance of a convertible bond loan, for a maximum nominal amount of Euro 1,500,000.00, with the issuance of no. 10 bonds with a nominal value of Euro 150,000.00 each (the "Convertible Bonds") under the terms and conditions of the convertible bond loan regulations (the "POC Regulations"); and (ii) resolved to increase the share capital, in a divisible manner, in one or more tranches, for a total maximum of Euro 1,500,000.00 (of which a maximum of Euro 175,000.00 to share capital and a maximum of Euro 1,325,000.00 as premium), with the exclusion of the pre-emptive subscription right pursuant to art. 2441, paragraph 5, of the Italian Civil Code, by issuing a maximum of no. 500,000 shares, without nominal value indication, at a unit price per share of Euro 3.00 (of which Euro 0.35 to share capital and Euro 2.65 as premium), to service the convertible bond loan, with a final maturity date of January 31, 2028.
On September 10, 2025, the Issuer's Board of Directors resolved, subject to the approval of the bondholders' meeting (which took place on September 12, 2025), inter alia, to: (i) make certain amendments to the POC Regulations, including: (a) the extension of the maturity date of the convertible bond loan from December 31, 2027, to December 31, 2028, except for early termination cases as provided for in the POC Regulations; (b) the suspension of capital repayment for the quarters ending September 30, 2025, December 31, 2025, March 30, 2026, and June 30, 2026, with a consequent modification of the amortization plan; and (ii) modify the final deadline for subscribing to the capital increase to service the conversion of the Convertible Bonds to January 31, 2029.
Article 10.5 of the POC Regulations provides that, should the intention to promote a public offer to purchase and/or exchange directed at the Issuer's shareholders concerning all or part of the Issuer's shares be made public, the Issuer shall notify the bondholders of their right to exercise the conversion right at any time, if necessary even in advance of the start of the conversion periods set forth in the POC Regulations, and shall do everything in its power to ensure that the conversion date falls on a day that allows bondholders who exercise the conversion right to tender to the public offer to purchase and/or exchange the resulting shares issued following the exercise of the conversion right.
It is noted that, based on the information available on the Issuer's website, the subscription of the Convertible Bonds was reserved for the Spanish company Destillers United Group S.L. (an industrial investor operating in the same sector as the Issuer) and, following the repayments made, the nominal value of the Convertible Bonds is Euro 1,250,000.00.
Therefore, in the event of full conversion of the Convertible Bonds at the unit conversion price set in the POC Regulations of Euro 3.00, taking into account the provisions of the POC Regulations, the Resulting Shares should correspond to a maximum of no. 416,660 Resulting Shares; it is understood, in any case, that the actual number of Resulting Shares to be allocated upon conversion for each Convertible Bond will be determined in accordance with art. 10 of the POC Regulations by the Conversion Agent (as defined therein), by dividing the remaining unit nominal value of each Convertible Bond on the date of the conversion request by the conversion price.
For further information regarding the Convertible Bonds and the POC Regulations, please refer to the dedicated section of the Issuer's website (www.compagniadeicaraibi.com).
Finally, it is noted that, based on the information available on the Issuer's website, the company Vecchio Magazzino Doganale S.r.l., as communicated by the Issuer to the market on June 5, 2024, December 18, 2024, and April 17, 2025, has undertaken the irrevocable commitment to subscribe by December 31, 2026, for an amount equal to Euro 1,500,000.00, convertible bonds that may be issued by the Issuer. For the sake of clarity, it is specified that the Resulting Shares do not include any resulting shares that may be
7 of 15 issued by the Issuer should it proceed with the issuance of convertible bonds in favor of Vecchio Magazzino Doganale S.r.l. As of the date of this Communication, based on the information available on the Issuer's website, there is no evidence of the Issuer having issued convertible bonds in favor of Vecchio Magazzino Doganale S.r.l., nor of any subscription by the latter of the Issuer's convertible bonds.
2. LEGAL ASSUMPTIONS AND REASONS FOR THE OFFER
2.1 Legal Assumptions of the Offer The Offer consists of a voluntary, total takeover bid promoted by the Offeror pursuant to and for the effects of Articles 102, paragraph 1, and 106, paragraph 4, of the TUF and the related implementing provisions contained in the Issuers' Regulation, as referred to by Article 12 of the Issuer's Articles of Association.
The Offer is conditional upon the fulfillment of each of the Offer Conditions set forth in the following Paragraph 3.1 of this Communication.
2.2 Reasons for the Offer and Future Plans of the Offeror Regarding the Issuer The Offer is aimed at acquiring the entire share capital of the Issuer and achieving the Delisting. This objective will be achievable in the event of the Offer Conditions being met, as, should this occur, the Offeror would exercise the right of purchase pursuant to Article 111 of the TUF, as referred to by Article 13 of the Issuer's Articles of Association, as a result of which the Offeror itself, together with the Concerted Parties, would come to hold the entire share capital of the Issuer.
Therefore, should the relevant prerequisites be met, the Offeror will not restore the free float necessary to ensure the regular trading of the Shares.
The Offer is instrumental to the pursuit of future growth programs and the strengthening of the Issuer. In this regard, the Offeror believes that the Issuer's objectives can be pursued more easily and effectively in a non-listed company.
The Delisting would allow the Issuer to pursue its objectives in a market context and a legal framework characterized by greater management and organizational flexibility, with faster decision-making and execution times, also benefiting from a reduction in the management costs inherent in being a company listed on Euronext Growth Milan and, therefore, would allow resources to be concentrated on the development of its operational activities.
The Offeror intends to support the growth of the Issuer and the group headed by the Issuer by strengthening its position in the domestic market, the US market, and other international markets deemed strategic, also through the expansion of the customer base and the strengthening of commercial and operational expertise.
The Offeror – through the Offer – also intends to offer minority shareholders of the Issuer the opportunity to liquidate their investment in Shares on terms more favorable than those currently offered by the market (see subsequent Paragraph 3.3), also taking into account the limited size of the existing free float and the limited liquidity of the Shares.
The Offeror, following the Delisting, intends to proceed with the Reverse Merger by incorporating the Offeror into the Issuer, subject to Article 2501-bis et seq. of the Civil Code, where applicable.
In any case, the Offeror reserves the right to evaluate in the future, at its discretion, the implementation of any further extraordinary transactions, such as other intra-group mergers or transfers of assets or businesses or business branches, or capital increases, that are deemed appropriate, in line with the objectives and reasons for the Offer, as well as with the objectives of strengthening the Issuer, both in the absence of the revocation of the Shares from trading on EGM and in the event of Delisting. It is noted, in any case, that as of the date of this Communication, no formal decisions have been made by the competent bodies of the companies that could be involved regarding any extraordinary transactions.
For a more detailed description of the Offer's objectives, please refer to the Offer Document, which will be made available to the public before the Offer begins.
8 of 15
3. ESSENTIAL ELEMENTS OF THE OFFER
3.1 Conditions for the Effectiveness of the Offer The effectiveness of the Offer is subject to each of the following suspensive conditions (the "Conditions of the Offer"):
(a) that the acceptances of the Offer relate to a total number of Shares Subject to the Offer such that the Offeror, together with the Persons Acting in Concert, will hold an aggregate interest of at least 90% of the Issuer's existing and outstanding share capital as of the Closing Date of the Acceptance Period (as may be extended), including Own Shares (in accordance with Article 44-bis, paragraph 5, of the Issuers' Regulation) and any Shares acquired by the Offeror outside the Offer itself during the Acceptance Period (as may be extended), in compliance with applicable laws and regulations (the "Threshold Condition");
(b) that, by the second trading day preceding the Payment Date (as defined below), there have not occurred (i) events or situations, unknown to the Offeror and/or the market as of the date of this Communication, which involve significant negative changes in the political, financial, economic, currency, regulatory, or market situation, national or international, or which have or may reasonably have substantially negative effects on the Offer and/or on the net worth, financial, economic, or earnings situation of the Issuer and/or the Offeror (and/or their respective subsidiaries and/or affiliates), or (ii) events or situations concerning the Offeror and/or the Issuer, unknown to the Offeror and/or the market as of the date of this Communication, which involve, or could reasonably involve, substantially detrimental changes to the business of the Issuer and/or the Offeror (and/or their respective subsidiaries and/or affiliates) and/or to the net worth, financial, economic, or earnings situation of the Issuer and/or the Offeror (and/or their respective subsidiaries and/or affiliates) (the "MAC Condition").
The MAC Condition includes, among others, all events listed in the preceding points (i) and (ii) that may occur as a result of, or in connection with, the substantial worsening of the ongoing international political crises, including those between Russia and Ukraine and/or in the Middle East and/or further international tensions which, although publicly known as of the date of this Communication, may lead to consequences that are currently neither foreseeable in any way, both in relation to the Offer and to the net worth, economic, financial, or operational situation of the Issuer and/or the Offeror and/or their respective subsidiaries and/or affiliates, such as, by way of example only, the temporary blocking and/or closure of financial and production markets and/or commercial activities related to the markets in which they operate;
(c) the failure to adopt and/or publish, by the second trading day preceding the Payment Date, by competent institutions, bodies, or authorities, legislative, administrative, or judicial acts or measures (i) aimed at, or in any case such as to (1) preclude or limit, in whole or in part, even on a temporary basis, the Offeror's ability to acquire the Shares Subject to the Offer; or (2) hinder the Offer or the achievement of its objectives (with particular reference, but not limited to, the Delisting); or (ii) which impose burdens or conditions on the Offeror's ability to acquire the Shares Subject to the Offer and/or to achieve its objectives (the "Inhibitory Event Condition").
The Offeror reserves the right to waive, or modify, in whole or in part, one or more of the Conditions of the Offer at any time and at its sole discretion, in accordance with the provisions of Article 43 of the Issuers' Regulation, by giving notice in accordance with Article 36 of the Issuers' Regulation.
With specific reference to the Threshold Condition, the Offeror has identified the aforementioned threshold with the intention of proceeding with the Delisting of the Issuer, acquiring the entire share capital of the Issuer, together with the Persons Acting in Concert, by exercising the Right of Purchase pursuant to Article 111 of the TUF, as referred to by Article 13 of the Issuer's Articles of Association. In the event that
9 of 15 if the Threshold Condition is not met, the Offeror may waive it, at its sole and absolute discretion, and purchase a lower number of Shares Subject to the Offer.
If any of the Offer Conditions is not met and the Offeror does not exercise its right to waive it, the Offer will not be completed. In such a scenario, the Shares Subject to the Offer that have been tendered will be returned to their respective holders by the first business day following the date on which the non-completion of the Offer is announced. The Shares Subject to the Offer will revert to the possession of their respective holders, free of charge or expense to them.
3.2 Categories and quantity of Shares Subject to the Offer The Offer concerns:
(i) a maximum of 3,762,189 Shares, representing approximately 25.99% of the Issuer's share capital pre-dilution and approximately 25.26% of the Issuer's share capital fully-diluted, equal to all Shares in circulation as of the date of this Communication, net of:
(a) 10,500,861 Shares held by Gem, representing approximately 72.53% of the Issuer's share capital pre-dilution and approximately 70.50% of the Issuer's share capital fully-diluted;
(b) 83,508 Shares held by Trolley, representing approximately 0.58% of the Issuer's share capital pre-dilution and approximately 0.56% of the Issuer's share capital fully-diluted; and (c) 131,702 Treasury Shares, representing approximately 0.91% of the Issuer's share capital pre-dilution and approximately 0.88% of the Issuer's share capital fully-diluted;
(ii) a maximum of 416,660 Compendial Shares, representing approximately 2.80% of the Issuer's share capital fully-diluted, potentially issued by the Issuer if the holder of the Convertible Bonds exercises the conversion right vested in it pursuant to the POC Regulations.
The Offer therefore concerns a total of a maximum of 4,178,849 Shares Subject to the Offer, representing approximately 28.06% of the Issuer's share capital fully-diluted.
The Offer is addressed, without distinction and on equal terms, to all holders of Shares Subject to the Offer.
It is specified that the number of Shares Subject to the Offer may decrease if the holder of the Convertible Bonds does not exercise its conversion right.
It is noted that the number of Shares Subject to the Offer may also decrease if, by the end of the Acceptance Period, or, if the conditions under Article 40-bis of the Issuers' Regulation are met, during the Reopening of Terms (as defined below), the Offeror purchases Shares of the Issuer outside the Offer, directly or through an appointed intermediary, in compliance with the applicable regulations, in order to better achieve the Offer's objectives. Any purchase of Shares made outside the Offer will be communicated to the market in accordance with Article 41, paragraph 2, letter c), of the Issuers' Regulation.
The Shares Subject to the Offer tendered must be freely transferable to the Offeror and free from any encumbrances of any kind, whether real, contractual, or personal.
3.3 Unit consideration and maximum total value of the Offer
Unit Consideration
If the Offer Conditions are met (or waived) and, consequently, the Offer is completed, the Offeror will pay each shareholder who accepts the Offer the Consideration, equal to Euro 0.40 (zero point forty) for each Share Subject to the Offer tendered, which will be paid entirely in cash on the Payment Date (or, for Shares Subject to the Offer tendered during the Reopening of Terms, on the Payment Date Following the Reopening of Terms).
10 of 15 The Consideration includes a premium of 17.6% compared to the official price of the Issuer's Shares recorded on July 10, 2026 (the last trading day prior to the date of this Communication), equal to Euro 0.34 per Share (source: Factset).
The following table compares the Consideration with the weighted average of official prices recorded in each of the previous 1 (one), 3 (three), 6 (six), and 12 (twelve) months prior to the date of this Communication (exclusive):
Time period prior to the date of the Communication | Weighted average price per Share (€) | Difference between the Consideration and the weighted average price per Share (€) | Implicit premium in the Consideration (%) July 10, 2026 (Reference Date) | 0.34 | 0.06 | 17.6% 1 month prior to the Reference Date | 0.38 | 0.02 | 5.5% 3 months prior to the Reference Date | 0.36 | 0.04 | 11.7% 6 months prior to the Reference Date | 0.38 | 0.02 | 6.3% 12 months prior to the Reference Date | 0.40 | 0.00 | 0.7%
Source: Factset
The Consideration is understood to be cum dividend and has therefore been determined on the assumption that the Issuer will not approve and/or proceed with any ordinary or extraordinary distribution of dividends from profits or reserves by the Payment Date (or, where applicable, by the Payment Date Following the Reopening of Terms). If, before such date, the Issuer were to pay a dividend to its shareholders, the Consideration will be automatically reduced, for each Share Subject to the Offer, by an amount equal to such dividend.
The Consideration is net of stamp duty, registration tax, and Italian financial transaction tax, where applicable, and of fees, commissions, and expenses, which will remain the responsibility of the Offeror. Any income tax, withholding tax, or substitute tax, where applicable, on any income realized will remain the responsibility of the shareholders who have accepted the Offer.
In the event of full acceptance of the Offer, the maximum total value of the Offer, calculated on the basis of the Consideration of Euro 0.40 (zero point forty) per Share Subject to the Offer and the maximum number of Shares Subject to the Offer, is Euro 1,671,539.60 (the "Maximum Outlay"). It is noted that the Maximum Outlay may be reduced if the holder of the Convertible Bonds does not exercise its conversion right, as well as based on the number of Shares of the Issuer potentially purchased, directly or indirectly, by the Offeror outside the Offer, in accordance with the applicable regulations.
Pursuant to Article 37-bis of the Issuers' Regulation, the Offeror declares that it has put itself in a position to fully meet its payment obligations for the Consideration, up to the Maximum Outlay.
The Offeror intends to finance the Maximum Outlay using its own funds, derived from equity contributions in the form of payments towards future capital increases, made available to the Offeror by Gem (through a loan granted by Fraternity Spirits World SA., a company operating in the development and distribution of premium beverages, secured by a pledge on approximately 25.90% of the Issuer's share capital pre-dilution), CR, and TF, based on irrevocable instructions executed on the date of this Communication in execution of the Framework Agreement.
Banco BPM S.p.A. will issue the guarantee of due performance of the Offer pursuant to Article 37-bis of the Issuers' Regulation.
11 of 15 For further information, please refer to the information that will be provided in the Offer Document, which will be made available to the public before the commencement of the Offer.
3.4 Offer Period The period for tendering into the Offer (the "Tender Period") will be agreed upon in compliance with the terms set forth in Article 40, paragraph 2, letter b) of the Issuers' Regulation and will have a duration of between a minimum of 15 and a maximum of 40 trading days following the publication date of the Offer Document, subject to extensions.
Please note that, by voluntary reference to the relevant provisions, pursuant to Article 40-bis, paragraph 1, letter a) of the Issuers' Regulation, within the trading day following the Payment Date, the Tender Period may be reopened for 5 (five) trading days (the "Reopening of Terms") if the conditions are met, provided that the cases referred to in Article 40-bis, paragraph 3, of the Issuers' Regulation do not occur.
Except in the case of competing offers pursuant to the relevant provisions of the TUF and the Issuers' Regulation, the Shares Subject to the Offer tendered into the Offer will remain pledged to serve the same until the Payment Date of the Consideration (or, in the event of a Reopening of Terms, until the Payment Date Following the Reopening of Terms) and the tendering shareholders may exercise all proprietary and administrative rights connected to said Shares, but may not transfer, in whole or in part, or otherwise carry out acts of disposal (including the creation of pledges or other encumbrances or liens) concerning the Shares tendered into the Offer.
The terms and conditions for tendering into the Offer and the dates of the Tender Period will be described in the Offer Document before the commencement of the Offer.
3.5 Payment Date of the Consideration Subject to the fulfillment of the Offer Conditions (or their waiver by the Offeror), the Consideration will be paid in cash to the holders of the Shares Subject to the Offer tendered into the Offer within the fifth trading day following the expiry of the Tender Period (as possibly extended), as indicated in the Offer Document (the "Payment Date").
In the event of a Reopening of Terms, the payment of the Consideration with reference to the Shares Subject to the Offer tendered during the Reopening of Terms, subject to any extensions of the Tender Period, will take place within the fifth trading day following the expiry of the Reopening of Terms (the "Payment Date Following the Reopening of Terms").
No interest will be paid on the Consideration from the date of tendering into the Offer to the Payment Date (or, in the event of a Reopening of Terms, until the Payment Date Following the Reopening of Terms).
4. INTENTION TO DELIST THE SHARES SUBJECT TO THE OFFER. RIGHT OF PURCHASE. OBLIGATION TO PURCHASE.
As indicated in Paragraph 2.2 above, the Offeror's objective is to acquire the entire share capital of the Issuer and to achieve the Delisting.
Pursuant to Article 13 of the Articles of Association, the provisions regarding the obligation to purchase and the right to purchase under Articles 108 and 111 of the TUF apply by voluntary reference and where compatible.
Right of Purchase pursuant to Article 111 of the TUF and Obligation to Purchase pursuant to Article 108, paragraph 1 or paragraph 2, of the TUF Should the Offeror, together with the Persons Acting in Concert, following the Offer (including the extension of the Tender Period and any Reopening of Terms, if the relevant conditions are met), come to hold collectively – as a result of (a) tenders into the Offer during the Tender Period (as possibly extended) and/or during any Reopening of Terms and (b) any purchases made by the Offeror outside the Offer, pursuant to the applicable regulations, by the expiry of the Tender Period (as possibly
(extended or reopened following the Reopening of Terms, should the relevant conditions be met) – and also taking into account Own Shares, an aggregate holding of at least 90% of the Issuer’s share capital, the Offeror, also on behalf of the Concerted Persons, shall exercise the Right of Purchase pursuant to Article 111 of the TUF, as referred to in Article 13 of the Articles of Association (the “Right of Purchase”).
It is specified that, should, at the end of the Offer (including the extension of the Acceptance Period and any Reopening of Terms should the relevant conditions be met), the Offeror, together with the Concerted Persons, come to hold in aggregate – as a result of (a) acceptances of the Offer during the Acceptance Period (as may be extended) and/or during any Reopening of Terms and (b) any purchases made by the Offeror outside the Offer, pursuant to the applicable regulations, by the expiry of the Acceptance Period (as may be extended or reopened following the Reopening of Terms, should the relevant conditions be met) – and also taking into account Own Shares, an aggregate holding exceeding 90% of the Issuer’s share capital, the Offeror, by exercising the Right of Purchase, shall fulfil, also on behalf of the Concerted Persons, the purchase obligation, as the case may be, pursuant to Article 108, paragraph 2, of the TUF or Article 108, paragraph 1, of the TUF, thereby initiating a single joint procedure (the “Joint Procedure”).
For the avoidance of doubt, the Offeror hereby declares, also on behalf of the Concerted Persons, its intention not to restore a free float sufficient to ensure the regular trading of the Shares.
The Right of Purchase shall be exercised as soon as possible after the conclusion of the Offer (including any Reopening of Terms).
The Right of Purchase shall be exercised by the Offeror against payment of consideration for each Share Subject to the Offer equal to the Offer Consideration.
The Offeror shall announce, in a specific section of the press release on the final results of the Offer to be published by the Offeror pursuant to Article 41, paragraph 6, of the Issuers’ Regulation, whether the conditions for the exercise of the Right of Purchase have been met. In this context, information will also be provided regarding: (i) the quantity of Shares Subject to the Offer remaining (in terms of both number of Shares and percentage value relative to the entire share capital); (ii) the methods and terms by which the Offeror will exercise the Right of Purchase and simultaneously fulfil the purchase obligation pursuant to Article 108, paragraphs 1 or 2, of the TUF, initiating the Joint Procedure; and (iii) the methods and timing of the Delisting.
Following the fulfilment of the conditions for the Right of Purchase, Borsa Italiana shall order the exclusion of the Shares from trading on Euronext Growth Milan, taking into account the timeframe for exercising the Right of Purchase.
Further Scenarios for Delisting
Should the Offeror waive the Threshold Condition and, at the end of the Offer (including the extension of the Acceptance Period and any Reopening of Terms should the relevant conditions be met), the Offeror, together with the Concerted Persons, come to hold in aggregate – as a result of (a) acceptances of the Offer during the Acceptance Period (as may be extended) and/or during any Reopening of Terms and (b) any purchases made by the Offeror outside the Offer, pursuant to the applicable regulations, by the expiry of the Acceptance Period (as may be extended or reopened following the Reopening of Terms, should the relevant conditions be met) – and also taking into account Own Shares, an aggregate holding of less than 90% of the Issuer’s share capital, the Issuer’s shareholders who have not accepted the Offer shall remain holders of Compagnia dei Caraibi shares traded on Euronext Growth Milan.
In such a case, the Offeror reserves the right to assess the opportunity to pursue the Delisting through technical means to be defined, which may include, by way of example only:
(i) requesting, in light of the acceptances of the Offer and the percentage of share capital held together with the Concerted Persons at the end of the Offer, pursuant to Article 2367 of the Italian Civil Code, that the Issuer’s Board of Directors convene a shareholders’ meeting of the Issuer to resolve on the Delisting.
In such a case: (a) pursuant to the “Part Two – Guidelines” of Article 41 of the EGM Issuers Regulation (the “EGM Regulation”) and Article 14 of the Issuer’s Articles of Association, the Delisting proposal must be approved by a majority of 90% of the participants at the shareholders’ meeting (as a percentage of the share capital present at the meeting); and (b) pursuant to Article 11 of the Articles of Association, the right of withdrawal shall be granted to the Issuer’s shareholders who have not participated in the approval of the resolution;
(ii) the merger of the Issuer into the Offeror (an unlisted company), subject to approval by the competent corporate bodies, without prejudice to Article 2501-bis of the Italian Civil Code, where applicable, in compliance with the qualified quorum required for the Issuer’s Shareholders’ Meeting pursuant to the “Part Two – Guidelines” of Article 41 of the EGM Regulation and Article 14 of the Issuer’s Articles of Association; the right of withdrawal shall be granted to the Issuer’s shareholders who have not participated in the approval of the resolution, as provided for in the preceding point (i). The merger by incorporation of the Issuer into the Offeror would qualify as a related party transaction and, therefore, would be subject to the relevant regulations. The Offeror reserves in any case the right to evaluate in the future the execution of any further extraordinary transactions and/or corporate reorganizations that may be deemed appropriate and/or in line with the objectives and reasons for the Offer, as well as with the objectives of strengthening the Issuer. It is specified that, as of the date of this Communication, the competent corporate bodies of the Offeror have not made any decisions in this regard.
5. MARKETS ON WHICH THE OFFER IS PROMOTED
The Offer will be promoted exclusively in Italy, as the Issuer’s shares are traded on Euronext Growth Milan, and will be addressed, without distinction and on equal terms, to all holders of the Shares Subject to the Offer.
The Offer is not and will not be promoted or disseminated, directly or indirectly, in the United States of America (or addressed to U.S. Persons, as defined under the U.S. Securities Act of 1933, as amended), in Australia, Canada, Japan, nor in any other country where the Offer is not permitted without authorization from the competent local authorities or other fulfillments by the Offeror (the “Other Countries”), nor using means or instruments of national or international communication or trade of the Other Countries (including, by way of example, postal service, fax, telex, electronic mail, telephone and internet), nor any structure of any financial intermediary or of the Other Countries, nor in any other way.
Partial or full copies of any document that the Offeror will issue in relation to the Offer are not and must not be sent, nor transmitted in any way, or otherwise distributed, directly or indirectly, in the Other Countries or to any U.S. Person, as defined by the U.S. Securities Act of 1933, as amended. Anyone receiving the aforementioned documents must not, directly or indirectly, distribute, send or ship them, by any means or instrument, in the Other Countries or to any U.S. Person, as defined by the U.S. Securities Act of 1933, as amended, or in other countries where such conduct would constitute a violation of the laws of such country.
Any document that the Offeror will issue in relation to the Offer does not constitute and cannot be interpreted as an offer of financial instruments addressed to subjects residing in the Other Countries or to U.S. Persons, as defined by the U.S. Securities Act of 1933, as amended. No instrument may be offered or traded in the Other Countries in the absence of specific authorization in accordance with the applicable provisions of the local law of said Countries or of a waiver with respect to the same provisions, nor will any sale, issuance or transfer of the Issuer’s financial instruments be carried out in any country in violation of the applicable regulations therein.
Participation in the Offer by subjects residing in countries other than Italy may be subject to specific obligations or restrictions provided for by legal or regulatory provisions. It is the sole responsibility of the recipients of the Offer to comply with such rules and, therefore, before participating in the Offer, such subjects are required to verify their existence and applicability, by contacting their own advisors.
The Offeror accepts no liability arising from any person’s violation of the limitations set forth above.
14 of 15
6. AMENDMENTS TO THE OFFER
Within the limits imposed by applicable legal and regulatory provisions (including those provided for by Article 43 of the Issuers' Regulation), the Offeror reserves the right to make amendments to the Offer up to the day before the scheduled closing of the Acceptance Period.
Should the Offeror exercise the right to amend the Offer on the last available day (i.e., the day before the scheduled closing of the Acceptance Period), the closing of the Acceptance Period may not occur earlier than 3 (three) trading days from the date of publication of the amendments made in accordance with the applicable regulations.
7. HOLDINGS BY THE OFFEROR AND PERSONS ACTING IN CONCERT
As of the date of this Communication, the Offeror does not hold Shares or other financial instruments issued by the Issuer or having the latter as underlying.
As of the date of this Communication: (i) Gem directly holds no. 10,500,861 Shares of the Issuer, equal to approximately 72.53% of the Issuer's share capital pre-dilution and approximately 70.50% of the Issuer's fully-diluted share capital, and (ii) Trolley directly holds no. 83,508 Shares of the Issuer, equal to approximately 0.58% of the Issuer's pre-dilution share capital and approximately 0.56% of the Issuer's fully-diluted share capital. It is also specified that, as of the date of this Communication, EB holds the entire share capital of Trolley, which in turn holds a stake representing 84% of Gem's share capital.
Save as otherwise indicated above, as of the date of this Communication, the Persons Acting in Concert with the Offeror do not hold, directly or indirectly, Shares of the Issuer.
To the Offeror's knowledge, the Persons Acting in Concert with the Offeror do not hold, directly or indirectly, derivative financial instruments that grant long positions on the Issuer.
8. NOTIFICATIONS AND AUTHORIZATIONS REQUIRED BY APPLICABLE REGULATIONS
FOR THE CONDUCT OF THE OFFER
The promotion of the Offer is not subject to the obtaining of any authorization from any authority.
9. PUBLICATION OF PRESS RELEASES AND DOCUMENTS RELATING TO
THE OFFER
The Offer Document, press releases, and all documents relating to the Offer will be available on the website of the Issuer (www.compagniadeicaraibi.com).
10. ADVISORS
BidCo is assisted by PwC Legal S.r.l. as legal counsel and by Banca Akros S.p.A. – Gruppo Banco BPM as financial advisor and intermediary responsible for coordinating and collecting acceptances of the Offer.
* * * The voluntary total public takeover bid referred to in this Communication will be promoted by Tandem S.r.l. for all ordinary shares of Compagnia dei Caraibi S.p.A. Società Benefit, as well as for the fractional shares that may arise from the potential conversion of the convertible bond loan "Compagnia dei Caraibi S.p.A. Obbligazioni Convertibili 2024 -2028".
Before the start of the Acceptance Period, the Offeror will voluntarily publish an Offer Document that holders of Shares Subject to the Offer are invited to examine carefully.
15 of 15 The Offer will be promoted exclusively in Italy, as the Issuer's shares are listed on Euronext Growth Milan, and will be addressed, on equal terms, to all holders of Shares Subject to the Offer.
The Offer is not and will not be promoted or distributed in the United States of America (or addressed to U.S.
Persons, as defined under the U.S. Securities Act of 1933, as amended), Canada, Japan, Australia, nor in any other country where such Offer is not permitted without authorization from the competent authorities or other fulfillments by the Offeror ("Other Countries"), nor by using means or instruments of national or international communication or trade of the Other Countries (including, by way of example, postal service, fax, telefax, email, telephone, and internet), nor through any facility of any financial intermediary of the Other Countries, nor in any other way.
Partial or full copies of any document that the Offeror will issue in relation to the Offer are not and must not be sent, transmitted in any way, or otherwise distributed, directly or indirectly, in the Other Countries or to any U.S. Person, as defined by the U.S. Securities Act of 1933 and subsequent amendments. Anyone receiving the aforementioned documents must not distribute, send, or ship them, by any means or instrument, in the Other Countries or to any U.S. Person, as defined by the U.S. Securities Act of 1933 and subsequent amendments.
Any acceptances of the Offer resulting from solicitation activities carried out in violation of the above limitations will not be accepted.
Any document that the Offeror will issue in relation to the Offer does not constitute and cannot be interpreted as an offer of financial instruments addressed to subjects resident in the Other Countries or to U.S. Persons, as defined by the U.S. Securities Act of 1933 and subsequent amendments.
No instrument may be offered or traded in the Other Countries without specific authorization in accordance with the applicable provisions of the local law of said Countries or an exemption from the same provisions.
Acceptance of the Offer by subjects resident in countries other than Italy may be subject to specific obligations or restrictions provided for by legal or regulatory provisions. It is the sole responsibility of the recipients of the Offer to comply with such regulations and, therefore, before accepting the Offer, such subjects are required to verify their existence and applicability, by contacting their own advisors.
The parties involved in the Offer cannot be held responsible for any violation by any subject of any of the aforementioned limitations.