The shareholders of the Sevillian Tier1 company accept the Retex takeover bid. 71.92% of the share capital of the technology company Tier1 Technology, SA (“Tier1”) has accepted the public acquisition offer (OPA) launched by the Italian Retex SpA at a price of 3 euros per shareas reported by the company through a statement sent to BME Growth. The settlement date of the offer is scheduled for next December 27, 2024. Retex, which presented the takeover bid on November 15, offered a price of 3 euros per share, payable in cash. This implies a maximum disbursement of 30 million euros by the Italian firm.
The offer has been accepted by shareholders holding 7,191,553 shares representative of 88.02% of the securities to which the offer was directed and represents a total of 71.92% of the total share capital of Tier 1 Tech. In this way, the minimum acceptance condition established in the OPA has been met , set at 50% plus one share of the capital stock.
Retex has already expressed its intention to exclude Tier1 from the stock market after completing the operation. Before the launch of the takeover bid, the Italian company already had irrevocable acceptance commitments from shareholders representing 31.81% of Tier1’s share capital. In addition, it had agreements to tie up an additional 18.3% of the share capital, which guaranteed significant support for the offer.
The price offered represents a premium of 12.78% over the closing price of Tier1 as of November 14, 2024 (2.66 euros per share) and 13.64% over the volume-weighted average price between October 14 and November 14 (2.64 euros per share).
Good going
The Sevillian company closed 2023 with an increase in its sales in 2023 to 21.8 million euros, 19% more than in 2022. The Ebitda once audited reached 3.15 million euros, a historical maximum for the Company, with an increase of 66% compared to the previous year. With these figures, last April the Board of Directors proposed to the Shareholders’ Meeting the distribution of a dividend of 770,000 eurosthe highest in the history of Tier1.
Until the 27th, the main shareholder of Tier1 is Microsistemas y Software, with 42.38% of the share capital, owned by the CEO, Francisco Javier Rubio. The president of the board of directors, Eduardo Fuentesal it has 6.24%. And the director Juan Luis Villanueva Ruiz-Mateos, 5.78%. In addition, Between All Impulse, a company owned by employees and managers, holds 5.71%.
Retex, based in Milan, operates in the digital transformation sector with a turnover of 100 million of euros last year.
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