(Alliance News) - Digital360 Spa announced Friday that founding partners Andrea Rangone, Mariano Corso, Alessandro Perego, Gabriele Faggioli and Raffaello Balocco have signed a binding investment agreement with private equity fund Three Hills Capital Partners, through TH Alessandro Srl, to promote a mandatory tender offer for the company's ordinary shares aimed at delisting.

"The transaction opens a new chapter in the history of Digital360, after the successful experience of the listing on Euronext Growth Milan in June 2017, which in six years led to a 365 percent growth of the stock, with a capitalization increased from EUR17.7 million to about EUR110 million, allowing the Digital360 group to become a player of excellence in Italy and abroad, also thanks to the completion of more than 30 acquisitions," reads a company note.

The investment agreement provides for, at closing, the contribution of 12.7 million shares-held by the company's key shareholders and additional minority shareholders-corresponding to

61.7 percent of the share capital in the newly established company D360 Holding Spa at a subscription price, including premium, of EUR5.35 per Digital360 share contributed.

At the same time, the new company will purchase from some reinvesting shareholders and some additional selling shareholders 2.4 million Digital360 ordinary shares, corresponding to 11.7 percent of the share capital, at a selling price of EUR5.35 per share.

At closing, therefore, the new company will own a total percentage of approximately 73.5 percent of Digital360's share capital.

The transaction is aimed at supporting the development of the Digital360 group and involves an investment by THCP of up to a maximum of EUR64.2 million through the subscription, in several tranches, of a capital increase in D360 Holding for a maximum amount, including share premium, of approximately EUR25.7 million and the provision by the Three Hills Capital Solutions IV SCPS fund, an affiliate of THCP, of a loan of a maximum of EUR38.5 million to the new company.

As a result of the transaction, D360 Holding committed to underwrite a capital increase in Digital360 intended to support its growth, in the amount of EUR16 million to EUR30 million.

THCP also agreed, subject to agreement on terms and conditions, to make available up to an additional EUR40 million to the group to support any additional future growth opportunities.

Upon completion of the transaction, THCP will hold a minority stake in the share capital of D360 Holding of between 28-35% depending on the results of the offer, while the remaining 72-65% will be held pro rata by the reference shareholders and other minority shareholders.

If the transaction is completed, D360 Holding will launch a mandatory total tender offer for all Digital360 shares at a price of EUR5.35 per share.

The offer is expected to be launched in the second half of the year and will be aimed at having Digital360's shares excluded from trading on EGM.

Digital360 is up 12 percent to EUR5.20 per share.

By Chiara Bruschi, Alliance News reporter

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