DIGITAL360: signed the acquisition of Inside Comunicazione Srl, a marketing agency specializing in MarTech


PRESS RELEASE

DIGITAL360: signs the acquisition of Inside

Comunicazione Srl, a marketing agency specializing in

MarTech

Milan, November 07, 2022 – DIGITAL360 SpA (“DIGITAL360” or the “Company”), an innovative SME listed on the Euronext Growth Milan market, announces that it has signed an agreement today to acquire a 51% stake in the company Inside comunicazione Srl (“Inside”).

Inside is a communication agency who specializes in digital solutions to support B2B marketing (MarTech).

In addition to a team specializing in digital communication and marketing, Inside brought a wide customer base, ranging from manufacturing to retail, from fashion to public services and the medical sector. The entry of Inside will thus strengthen the positioning of the DIGITAL360 Group in these sectors.

Inside closed the fiscal year ended December 31, 2021 with a production value of 2.8 million euros (an increase of more than 30% compared to fiscal 2020), an Ebitda of around 0.8 million euros (with a EBITDA margin nearly 30%) and a creditor net financial position (PNF) of approximately EUR 0.25 million.

The acquisition of 51% of the shares of Inside occur at a price of 2.22 million euros, including 0.12 million euros for the share of the NFP, at be paid as follows:

  • At the top to a maximum of 0.2 million euros in DIGITAL360 shares, valued at 4.70 euros each;
  • In the amount of 1.12 million euros in cash at closing;
  • In the amount of 0.9 million euros in cash within 12 months of closing.

The transaction is expected to close in November 2022.

The agreement between the parties provides, among other stipulations, for the active involvement of the current shareholder and sole administrator, Luca Targa, in the future management of Inside.

A three-year blocking commitment has also been made for Targa on any shares received in payment of the price, and a non-competition obligation for a period of four years from the closing date.

Finally, the agreement allow for both parties to exercise cross options (put and call) for the purchase or sale of the remaining 49% of Inside, the price of which will be established on the basis of the weighted average EBITDA recorded by the company during for the 2023, 2024 and 2025 financial years, in addition to the PFN, from the closing of the financial statements for the financial year ending on 12/31/2025.

“With the entry of Inside, the DIGITAL360 group is accelerating its strategy of creating a leading B2b digital marketing and sales hub, continuing what has already been established through the

acquisitions of Digital Sales and Del Monte, which took place in 2022,” says Raffaello Balocco, CEO of DIGITAL360. With Inside we bring to the group a brilliant entrepreneur, who has worked in the sector for many years, and a company with a very strong positioning on clients complementary to those of the DIGITAL360 group”.

Luca Targa, CEO of Inside, adds: “The decision to merge with DIGITAL360 is part of a long-standing strategy that has allowed us to become a point of excellence in integrated communication in the B2B sector, aware that only the union of forces and experience will allow us to consolidate our leadership in an ever-changing market, integrating more and more digital solutions into business planning and development processes“.

For the legal and tax aspects of the transaction, DIGITAL360 was advised by the law firm ADVANT Nctm, Inside de BP&Associati.

***

DIGITAL360

DIGITAL360, a company listed on the Euronext Growth Milan market, aims to support companies and public administrations in understanding and implementing digital transformation and to encourage them to meet the best technology providers. DIGITAL360 pursues this objective through two business units: one, called “Demand Generation” supports technology companies (publishers, software publishers, system integrators, start-ups, etc.) iǹ communication, storytelling, data management activities. ‘events and generation of business opportunities’; the other, called “Consulting & Coaching”, is aimed at all companies and public administrations wishing to undertake any path of digital transformation. NetworkDIGITAL360, transversal to the two Business Units, is the largest network of online publications dedicated to all subjects of Digital Innovation. DIGITAL360 integrates a multidisciplinary and multicultural mix of professionalism and skills thanks to analysts, journalists, consultants and experts in the digital world, united by a great passion and mission: digital innovation as a driver of growth and modernization of our country. For more information: www.digital360.it.

Contact

Investor Relations

Emilio Adinolfi

E-mail: [email protected]

Such : +39 0292852801

DIGITAL360 press service: of I Communication

Piero Orlando

E-mail: [email protected]

Such : +39 3351753472

Advisor Euronext Growth

Chief Financial Officer SIM SpA

E-mail: [email protected]

Such : +39 02303431

This press release is for informational purposes only and does not constitute an offer to the public or an invitation to subscribe or purchase securities in Italy or in any other country in which such an offer or solicitation would be subject to restrictions or permission from local authorities. or otherwise prohibited by law. This press release may not be published, distributed or broadcast in the United States, Canada, Australia or Japan. The shares mentioned in this press release may not be offered or sold in Italy, the United States or any other jurisdiction without registration in accordance with the applicable provisions or exemption from registration in accordance with the

applicable provisions. The shares referred to in this press release have not been and will not be registered under the US Securities Act of 1933 or under applicable provisions in Italy, Australia, Canada, Japan or any other jurisdiction. There will be no public offering of shares of the Company in Italy, the United States, Australia, Canada or Japan or elsewhere.

Disclaimer

Digital360 SpA published this content on November 07, 2022 and is solely responsible for the information contained therein. Distributed by Audienceunedited and unmodified, on 09 November 2022 12:10:10 UTC.

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