The Board of Directors of STAR7 S.p.A. (“STAR7” or the “Company”; EGM: STAR7), has announced it has been informed by the relevant shareholders Dante S.r.l. and STAR AG (the “Selling Shareholders”) that they have entered into an agreement (the “Agreement”) with Argos Fund (“Argos” or the “Purchaser”) concerning:

(i) the acquisition by Argos of all the shares held by the Selling Shareholders, representing, in aggregate, 75.0% of STAR7’s share capital (the “Acquisition”); and

(ii) the simultaneous reinvestment by the Selling Shareholders of part of the proceeds deriving from the Acquisition (the “Reinvestment”).

The Agreement also provides for an undertaking by the Selling Shareholders that, once the conditions precedent have been satisfied, or waived, STAR7’s Shareholders’ Meeting shall be called to resolve upon (i) amendments to the bylaws aimed at reducing to 90% the relevant threshold for the exercise of the squeeze-out right pursuant to Article 111 of Legislative Decree No. 58/1998, as referred to in Article 10 of the bylaws, should this become necessary, and (ii) the distribution of a dividend up to a maximum amount of EUR 20,000,000, in both cases subject to the granting of a financing in favour of STAR7; as well as an undertaking to vote in favour of the above resolutions.

Lorenzo Mondo has been confirmed as Chief Executive Officer.

Price

The consideration payable by Argos for the Acquisition is equal to EUR 11.90 per STAR7 share cum dividend (the “Price per Share”). Should the Company distribute a dividend prior to the closing, the Price per Share shall be adjusted downwards by an amount equal to the dividend distributed per share. The Price per Share reflects a premium of approximately 50% over the volume-weighted average price (VWAP) over the last six months, compared with the closing price as of 31 March.

Mandatory Tender Offer

Following the closing, the Purchaser, also in the name and on behalf of the persons acting in concert with it, shall launch, pursuant to Article 9 of STAR7’s bylaws, a mandatory tender offer on the remaining outstanding STAR7’s shares (the “Offer”), for a consideration equal to the Price per Share (as possibly reduced in the event of a dividend distribution prior to the closing).

The Offer will be aimed at the delisting of STAR7 shares from trading on Euronext Growth Milan.

Conditions Precedent

Completion of the transaction is subject to the fulfilment of customary conditions precedent, including the receipt of the required authorizations pursuant to the applicable antitrust regulations and the Golden Power regulation by the Presidency of the Council of Ministers of the Italian Republic.

Lorenzo Mondo, CEO of STAR7, said:

“The agreement with Argos marks the beginning of a new and ambitious chapter for STAR7 and, at the same time, represents a recognition of the industrial path built over the years. We have built a solid and distinctive company in the field of product information, rooted in specialist expertise, execution quality and close proximity to clients; today, with the support of a global partner such as Argos, we will be able to accelerate our growth path even further by investing in the evolution of our offering, technological innovation and the integration of Artificial Intelligence into our processes and services. My reinvestment, together with that of the other minority shareholders, reflects our full confidence in STAR7’s potential and in the Group’s ability to continue creating value for clients, people and partners. I would like to thank the long-standing shareholders for their contribution to this journey, and I welcome with enthusiasm this partnership, which will provide us with the financial strength to accelerate our international buy-and-build strategy.”

Andrea Pavesi, Partner at Argos Fund, commented:

“STAR7 is a unique European player, combining deep technical expertise with a strong innovation culture. We are proud to support Lorenzo Mondo and his management team in this transaction and to back STAR7’s long term growth. The Group’s long standing Data Moat provides a strong foundation to lead the application of generative AI to technical documentation, while accelerating expansion in key markets, particularly in Europe and North America.”

Transaction Advisors

Argos Fund: advised by Alantra (Financial advisor), EY Capital & Debt Advisory (Debt advisor), Bain (Business Due Diligence), Alvarez & Marsal (Financial Due Diligence), WST (Tax Due Diligence), Capgemini (Tech Due Diligence), Tauw (ESG Due Diligence) and law firm Giovannelli e Associati.

Selling Shareholders: advised by Emintad Italy Srl as financial advisor, law firm White & Case LLP for the legal aspects of the transaction and PwC for the Vendor Due Diligence.

About Argos Fund

Argos is an independent European private equity group that supports the growth of mid-sized businesses and backs their management teams.

With over EUR 2.3 billion assets under management, 35 years of experience and more than 100 businesses assisted, Argos operates in 4 regions (Benelux, DACH, France and Italy) from 6 offices in Amsterdam, Brussels, Frankfurt, Luxembourg, Milan and Paris. The group seeks to acquire majority stakes and invests between EUR 5 million and EUR 100 million in each investment of its two strategies:

The Argos Mid-Market fund unlocks business potential and helps companies make it to the next level. The Argos Climate Action fund (SFDR art. 9) aims at shaping European sustainable leaders by making their ‘grey-to-green’ transition. The transaction was led for Argos Fund by Jean-Pierre Di Benedetto, Andrea Pavesi, Gabriele Scalco, Giacomo Egidi, Greta Allio and Francesco Bevilacqua.

About STAR7

For more than 20 years, STAR7, a part of the STAR Group network, has served its customers as a leader in the product information sector. Support for product and process engineering, creating and managing technical content, as well as marketing, translation, printing and virtual experience: STAR7’s range of services means it can assist its customers throughout the product life-cycle – from design to aftersales. The hallmark of STAR7 has always been an approach capable of combining specific know-how, technology and a holistic vision to offer the best possible solutions to the needs of customers and the global market. This approach has seen STAR7 strike major partnerships with leading international companies, establishing it as a reliable and credible global partner.