Informazione
Regolamentata n.
1936-67-2026Data/Ora Inizio Diffusione 6 Ottobre 2026 19:29:01Euronext Milan
Societa' :I.CO.P
Utenza - referente :ICOPESTN01 - Petrucco Giacomo
Tipologia :2.2
Data/Ora Ricezione :6 Ottobre 2026 19:29:01 Data/Ora Inizio Diffusione :6 Ottobre 2026 19:29:01 Oggetto :ICOP files a complaint with CONSOB regarding
Webuild’s communications
Testo del comunicato
Vedi allegato
Da non diffondersi, pubblicarsi o distribuirsi, in tutto o in parte, direttamente o indirettamente negli Stati Uniti d’America, Australia, Canada, o Giappone, nonché in qualsiasi altro Paese in cui l ’Offerta non sia autorizzata ovvero ad alcuna persona a cui non sia consentito dalla legge fare tale offerta o sollecitazione.
Not to be disclosed, published or distributed, in whole or in part, directly or indirectly in the United States of America, Australia, Canada or Japan, or in any other country in which the Offer is not authorized or to any person not permitted by law to ma ke such an offer or solicitation.
IL PRESENTE DOCUMENTO NON DEVE ESSERE DIVULGATO, PUBBLICATO O DISTRIBUITO, IN TUTTO O IN
PARTE, DIRETTAMENTE O INDIRETTAMENTE, IN QUALSIASI PAESE IN CUI LA SUA DIVULGAZIONE,
PUBBLICAZIONE O DISTRIBUZIONE COSTITUISCA UNA VIOLAZIONE DELLE LEGGI O REGOLAMENTA ZIONI
APPLICABILI IN TALE GIURISDIZIONE.
THIS DOCUMENT MUST NOT BE DISCLOSED, PUBLISHED, OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN ANY COUNTRY WHERE SUCH DISCLOSURE, PUBLICATION, OR DISTRIBUTION WOULD
CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS IN THAT JURISDICTION.
OFFERTA PUBBLICA DI SCAMBIO VOLONTARIA PROMOSSA DA IC OP S.P.A. SOCIETÀ BENEFIT
SULLA TOTALITÀ DELLE AZIONI ORDINARIE DI TREVI – FINANZIARIA INDUSTRIALE S.P.A.
*°*°*
ICOP files a complaint with CONSOB regarding Webuild’s communications concerning the offer for Trevi
Basiliano (Udine) , 6 October 2026 – ICOP S.p.A. Società Benefit ("ICOP") has reviewed the communications released by Webuild S.p.A. (“ Webuild ”) on October 2nd and October 3rd, 2026, and the related advertising campaign promoted by the same in several major national newspapers as part of the offer for Trevi – Finanziaria Industriale S.p.A. (“ Trevi ”).
ICOP believes that these communications present critical issues in terms of fairness, completeness, and transparency of information provided to the market , through a selective representation of ICOP's Voluntary Exchange Offer (OPS) and the Company's fundamentals.
In particular, the press release and advertising campaign appear to be primarily aimed at discrediting ICOP's OPS, through a selective representation of information and, above all, through the construction of an alleged "real value" of the ICOP offer equal to €3.40 per Trevi share.
This value in no way corresponds to the implicit value of the OPS , equal to €5.165 per Trevi share, determined – in accordance with established market practice – by applying ICOP's undisturbed official price as of June 26, 2026, to the exchange ratio of 0.165 ICOP shares for each Trevi share.
Indeed, the value indicated by Webuild derives from its own calculations, obtained by combining figures taken from valuation exercises by Trevi's advisors intended for different purposes. According to ICOP, it is therefore misleading to graphically and com municationally contrast the €4.50 cash of Webuild's Tender Offer (OPA) with a value that instead represents a theoretical estimate calculated by the competing bidder itself, presenting them as directly comparable figures.
The contradiction appears even more evident in light of Webuild's subsequent purchase of a block of Trevi shares at a price of €5.165 per share, matching exactly the implicit value of ICOP's OPS.
Further critical issues, according to ICOP, concern the representation of other elements related to the stock's liquidity, valuation multiples, debt, and the business plan, through the emphasis on negative data and the omission of elements that would allow for a more complete understanding of the situation. By way of
Da non diffondersi, pubblicarsi o distribuirsi, in tutto o in parte, direttamente o indirettamente negli Stati Uniti d’America, Australia, Canada, o Giappone, nonché in qualsiasi altro Paese in cui l ’Offerta non sia autorizzata ovvero ad alcuna persona a cui non sia consentito dalla legge fare tale offerta o sollecitazione.
Not to be disclosed, published or distributed, in whole or in part, directly or indirectly in the United States of America, Australia, Canada or Japan, or in any other country in which the Offer is not authorized or to any person not permitted by law to ma ke such an offer or solicitation.
example, it is noted that the information provided by Webuild regarding the increase in debt as of June 30, 2026, by omitting to contextualize this trend in light of the acquisitions of Atlantic GeoConstruction Holdings (AGH) and Palingeo, investments in t he development of RoboGO, as well as the Group's significant growth in size—with revenue and EBITDA more than doubling over the reference period —provides the market with a partial and misleading representation of the Group's financial position.
Furthermore, as early as September 30, several press articles of an apparent editorial nature were published, reporting data, arguments, and conclusions substantially matching those subsequently used in Webuild's official communication and advertising camp aign, which may be promotional in nature.
Regarding the complaint filed by Webuild concerning the revised offer, which was also referenced in the advertising campaign, ICOP notes that it took every decision in full and unquestionable compliance with applicable regulations and the authorization gra nted by the Shareholders' Meeting on July 28, 2026, pursuant to Article 2443 of the Italian Civil Code (for further information, please refer to the press release dated September 29, 2026, and the explanatory report on the items on the agenda of the Extrao rdinary Shareholders' Meeting of July 28, 2026).
In light of this, and with reference to the aspects highlighted above, a complaint has been submitted to CONSOB , with the Company reserving the right to take any further action in the appropriate forums to protect its reputation, image, and the interests of the Company, its shareholders, and the market.
This press release is available on the Company's website www.icop.it in the Investor Relations – OPS section and at https://www.emarketstorage.it/it .
***
ICOP
Founded in 1920 by the Petrucco family, ICOP is an underground engineering company operating in Italy and internationally in the fields of special foundations, microtunnelling and maritime works. The first benefit company in its sector, ICOP operates in th e United States and in the main European markets, supporting private and public -sector clients – with a focus on long -standing relationships – on highly engineered projects related to the development of critical infrastructure (including the Paris and Cope nhagen metro systems) and the strengthening of energy and water transport networks (gas pipelines and aqueducts). The Group is headquartered in Basiliano (Udine), Italy, and employs more than 1,100 people worldwide.
***
Contacts
ICOP S.p.A. Società Benefit – Investor relations
Giacomo Petrucco
E-mail: giacomo.petrucco@icop.it
mob: +39 348 7820927 Barabino & Partners – Media relations
Stefania Bassi
E-mail: s.bassi@barabino.it
Da non diffondersi, pubblicarsi o distribuirsi, in tutto o in parte, direttamente o indirettamente negli Stati Uniti d’America, Australia, Canada, o Giappone, nonché in qualsiasi altro Paese in cui l ’Offerta non sia autorizzata ovvero ad alcuna persona a cui non sia consentito dalla legge fare tale offerta o sollecitazione.
Not to be disclosed, published or distributed, in whole or in part, directly or indirectly in the United States of America, Australia, Canada or Japan, or in any other country in which the Offer is not authorized or to any person not permitted by law to ma ke such an offer or solicitation.
mob: +39 335 6282667
Francesco Faenza
E-mail: f.faenza@barabino.it
mob: +39 345 8316045 ***
THIS DOCUMENT MUST NOT BE DISCLOSED, PUBLISHED, OR DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN (OR IN OTHER
COUNTRIES, AS DEFINED BELOW)
The Offer is not and will not be promoted or disseminated in the United States of America (or addressed to U.S. Persons, as defined under the U.S. Securities Act of 1933 and subsequent amendments), Canada, Japan, and Australia, as well as in any other Coun try in which such Offer is not permitted without authorization from the competent authorities or other compliance requirements by the Offeror (such Countries, including the United States of America, Canada, Japan, and Australia, collectively the “ Other Countries ”), nor using national or international communication or commerce instruments of the Other Countries (including, by way of example only, the postal network, fax, telefax, e -mail, telephone, and internet), nor through any structure of any of the financial i ntermediaries of the Other Countries, nor in any other manner.
A partial or total copy of any document that the Offeror will issue in relation to the Offer is not and must not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the Other Countries.
Anyone receiving the aforementio ned documents must not distribute, send, or mail them (neither by post nor through any other means or instrument of communication or commerce in the Other Countries).
Any acceptances of the Offer resulting from solicitation activities carried out in violation of the above limitations will not be accepted.
Acceptance of the Offer by parties residing in countries other than Italy may be subject to specific obligations or restrictions under legal or regulatory provisions. It is the sole responsibility of the recipients of the Offer to comply with such rules an d, therefore, prior to accepting the Offer, to verify their existence and applicability by consulting their advisors. The Offeror shall not be held liable for the violation by any person of any of the aforementioned limitations.
Fine Comunicato n.1936-67-2026 Numero di Pagine: 5