THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE IS PROHIBITED IN ANY JURISDICTION
WHERE IT WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW.
STAR7 | Public PRESS RELEASE
published and disseminated by STAR7 S.p.A. in the name and on behalf of 7BidCo S.p.A.
▪ SETTLEMENT OF THE JOINT PROCEDURE FOR THE EXERCISE OF THE SQUEEZE -OUT RIGHT PURSUANT TO ARTICLE
111 OF THE TUF AND FOR THE FULFILMENT OF THE PURCHASE OBLIGATION PURSUANT TO ARTICLE 108,
PARAGRAPH 1, OF THE TUF IN RESPECT OF THE REMAINING SHARES ISSUED BY STAR7
▪ DELISTING FROM EURONEXT GROWTH MILAN OF THE SHARES ISSUED BY STAR7
Alessandria (Valle San Bartolomeo), 12 August 2026 – 7BidCo S.p.A. (“ 7BidCo ”) announces that, today, the joint procedure for the exercise of the squeeze -out right pursuant to Article 111 of Italian Legislative Decree No. 58 of 24 February 1998 (the “ TUF”) and for the fulfilment of the purchase obligation pursuant to Article 108, paragraph 1, of the TUF, as made applicable by voluntary reference pursuant to Articles 9 and 10 of the articles of association of STAR7 S.p.A. (“STAR7” or the “Issuer ”), in respect of the remaining no. 84,416 shares issued by STAR7, representing 0.94 % of the Issuer’s share capital, outstanding and not held by 7BidCo or by persons acting in concert with it (the “Remaining Shares ”) (the “ Joint Procedure ”), was settled.
Capitalised terms used below, unless otherwise defined, shall have the meanings ascribed to them in the information document relating to the procedure for the fulfilment by 7BidCo of the purchase obligation pursuant to Articles 108, paragraph 2, and 109 of the TUF in respect of STAR7 (the “Procedure ”), prepared by 7BidCo pursuant to Article 50 -quinquies , paragraph 4, of the Issuers’ Regulation (the “ Information Document ”), published on STAR7’s website at www.star -7.com, in the “Procedure for the Purchase Obligation” section.
SETTLEMENT OF THE JOINT PROCEDURE
7BidCo announces that today it notified the Issuer that an amount equal to the aggregate consideration of the Joint Procedure, corresponding to a total of Euro 816,057.91 , had been deposited into the current account opened in the name of 7BidCo with Banca Akros S.p.A. – Banco BPM Group and earmarked for payment of the consideration due to the shareholders holding the Remaining Shares and, therefore, for settlement of the Joint Procedure. Accordingly, pursuant to Article 111, paragraph 3, of the TUF, upon notification of such deposit, title to the Remaining Shares was transferred to 7BidCo and, consequently, the Issuer will make the relevant entries in its shareholders’ register.
The holders of the Remaining Shares are entitled to receive payment of the consideration under the Joint Procedure (equal to Euro 9.6671 for each Remaining Share) directly through their respective intermediaries.
The obligation to pay the consideration under the Joint Procedure shall be deemed discharged when the relevant amounts are transferred to the Depositary Intermediaries from which the Remaining Shares subject to the Joint Procedure originate.
The risk that the Depositary Intermediaries fail to transfer the amounts to the persons entitled thereto, or delay such transfer, shall be borne exclusively by the Issuer’s shareholders.
It is recalled that – upon expiry of the five -year limitation period pursuant to Article 2949 of the
THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE IS PROHIBITED IN ANY JURISDICTION
WHERE IT WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW.
STAR7 | Public Italian Civil Code and without prejudice to the provisions of Articles 2941 et seq. of the Italian Civil Code – the right of the holders of the Remaining Shares to receive payment of the consideration under the Joint Procedure will become time -barred and 7BidCo will be entitled to obtain the return of the portion of the aggregate consideration of the Joint Procedure that has not been collected by the persons entitled thereto.
DELISTING OF THE STAR7 SHARES FROM EURONEXT GROWTH MILAN
Today, by virtue of Borsa Italiana S.p.A. notice no. 41237 of 6 August 2026, the STAR7 shares (ISIN IT0005466195) were delisted from trading on “ Euronext Growth Milan ”, the multilateral trading facility organised and managed by Borsa Italiana S.p.A. (the “ Delisting ”), following suspension of the shares for the trading sessions of 10 and 11 August 2026, in accordance with Article 41 of the Euronext Growth Milan Issuers’ Regulations.
ADVISERS
7BidCo was assisted by Giovannelli e Associati Studio Legale as legal counsel in connection with the Procedure and the Delisting of STAR7. Banca Akros S.p.A. – Banco BPM Group acted as intermediary responsible for coordinating the collection of Requests to Sell in the context of the Procedure.
* * * This press release does not constitute, nor is it intended to constitute, an offer, invitation or solicitation to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of financial instruments, and no sale, issue or transfer of STAR7 S.p.A. financial instruments will be made in any jurisdiction in violation of the applicable laws and regulations of such jurisdiction. The Procedure is carried out through the publication of the relevant Information Document. The Information Document contains a full description of the terms and conditions of the Procedure, including the procedures for tendering shares.
The publication or distribution of this press release in jurisdictions other than Italy may be restricted by applicable law and, therefore, any person subject to the laws of a jurisdiction other than Italy is required to independently obtain information on any restrictions imposed by applicable laws and regulations and to ensure compliance therewith. Any failure to comply with such restrictions may constitute a violation of the applicable laws and regulations of the relevant jurisdiction. To the fullest extent permitted by applicable law, the persons involved in the Procedure shall be deemed exempt from any liability or adverse consequence arising from any breach of the above restrictions by any such 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 this press release been prepared in accordance with the laws of jurisdictions other than Italy.
No copy of this press release or any other document relating to the Procedure will be, or may be, mailed or otherwise transmitted or distributed in, into or from any jurisdiction 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 shareholders of STAR7 S.p.A. in such jurisdiction, or in any other jurisdiction where such conduct would constitute a violation of the laws of that jurisdiction. Any person receiving such documents (including custodians, nominees or trustees) is required not to mail or otherwise transmit or distribute them in, into or from any such jurisdiction.