Gewiss signs preliminary agreement to acquire 75% of Beghelli shares

By the Sale Agreement, signed on December 10, 2024, Gewiss is to acquire 123,626,981 Shares from Gian Pietro Beghelli, representing 61.81% of the Company's share capital, 8,945,000 shares from Graziano Beghelli, representing 4.47% of the Company's share capital, 8,945,000 shares from Maurizio Beghelli, representing 4.47% of the Company's share capital and 8,569,200 shares from Luca Beghelli, representing 4.28% of the Company's share capital.

The purchase price will be €0.3375 per share, inclusive of dividend, subject to possible adjustments in the event that a dividend is declared or distributed by the Company prior to the date of completion of the acquisition.

Completion, which is expected to occur by the end of the first quarter of 2025, is subject to the satisfaction of customary conditions customary for similar transactions, including the termination of certain agreements entered into by Beghelli with related or other parties and obtaining waivers from certain of the company's financing banks, whose agreements include change of control clauses.

The Sale Agreement also includes customary provisions governing the interim period between the date of execution and the date on which the acquisition will be completed, as well as the provision of certain representations and warranties by the sellers relating to Beghelli and its group of companies, consistent with market practice for similar transactions.

Upon completion, Gewiss will launch a mandatory tender offer for all remaining unpurchased shares of Beghelli, excluding the shares held by the Company in its portfolio, with the purpose of delisting the Shares from Euronext Milano. The purchaser also states that the price in the public offer will also be €0.3375 per share.

The mandatory public offer price will also have the following characteristics:

• It will be around 46.8% of the official share price recorded on December 9, 2024;
• It will be approximately 44.9% of the volume weighted average of the official share prices recorded in the last month;
• Will be approximately 42.8% above the volume weighted average of official share prices recorded over the last three months;
• It will be about 42.4% above the volume weighted average of official stock prices recorded over the last six months;
• It will be approximately 39.9% above the volume weighted average of official share prices recorded over the last twelve months.

Gewiss and Beghellii have also signed an agreement to govern, among other things, the composition of the company's Board of Directors from the date of completion and thereafter until the completion of the public offer.

After the completion of the acquisition, the Beghelli Group will become part of the Gewiss Group as part of a project aimed at:

• Ensuring continuity for Beghelli's employees, collaborators and customers by integrating into a group with strong Italian roots, which shares the same values of integrity, excellence and sustainability and has already adopted a managerial governance focused on transparency and innovation;
• Consolidation of market presence: the integration of the recognized Beghelli brand in Italy with Gewiss' global expertise will allow consolidating market share in the lighting market.

Extending the range of innovative solutions: combining Beghelli's technological expertise in emergency lighting with Gewiss' expertise in energy management and smart lighting will facilitate the development of integrated products and services, better addressing the needs of a changing market and of all customers, who will benefit from an even stronger team.

Gewiss was assisted by Rothschild & Co as financial advisor, Gatti Pavesi Bianchi Ludovici as legal advisor and KPMG for tax, accounting, IT and payroll due diligence activities.

The Beghelli shareholders were assisted by Cappelli Riolo Crisostomo Calderaro Del Din & Partners as legal advisor and Studio Gnudi as tax advisor.

Founded in 1970 with the revolutionary idea of using technopolymer in electrical installations, and guided by the values of integrity, excellence and sustainability, Gewiss is today the most important Italian company in the electrotechnical sector. Continuous investments in research and development, staff training and improvement of production facilities have established Gewiss as a key player in the market, producing solutions and services for home and building automation, energy protection and distribution, electric mobility and smart lighting. With the recent acquisition of Performance IN Lighting, a historic company in the international lighting sector, the Gewiss Group now comprises more than 2,200 employees and operates through agencies and distributors in over 100 countries worldwide.With the recent acquisition of Performance IN Lighting, a historic company in the international lighting sector, the Gewiss Group now comprises more than 2,200 employees and operates through agencies and distributors in over 100 countries worldwide.

In 1982, Gian Pietro Beghelli founded Beghelli, a group specialized in the design, production and distribution of technical and professional lighting equipment. In a few years, it became the Italian leader in emergency lighting and also developed electronic systems for home automation, industrial and domestic security, combining products with services. Beghelli's leadership is rooted in its ability to understand the needs of the market: over the years, investments in product quality and branding - recognized by 75% of the Italian population (source: Doxa) - have contributed to the group's success in its traditional business sectors and ensure the successful launch of new products. Beghelli's mission is to develop innovative solutions for people's wellbeing and safety, creating technologies that provide energy savings and security for consumers in both domestic and industrial contexts. These are useful products designed to improve people's quality of life while being easy to use.