Axelero Srl : June 22, 2017 – axélero signs binding agreement for the acquisition of atex and opens up to international markets

PRESS RELEASE axélero signs binding agreement for the acquisition of atex and opens up to international markets

• Acquisition is axélero's first step on the road to international expansion and facilitates the entrance into strategic markets with high business potential
• The atex Group is a multinational leader in content management software for major publishing groups - in addition to Italy, it operates in the UK, Germany, Scandinavia, U.S., Middle East and Asia Pacific
• Company resulting from the operation will be a point of reference in the Data, Content & Advertising Management sector
• Major revenue and cost synergies expected from the acquisition

Milan, June 23rd2017 -axélero S.p.A.,Internet Company listed on the AIM Italia (Ticker: AXEL), announces the signing of a binding agreement for the acquisition of atex.

The acquisition is strategic for axélero as it represents a major step towards growth and international expansion of the Group, with entry into new geographic areas and new business segments. The acquisition further strengthens axélero's technological know-how.

The atex Group manages a portfolio of approximately 200 prestigious publishing groups in Europe (Italy, UK, Germany, Spain, Czech Republic and Scandinavia), Canada and the USA, the Middle East and Asia Pacific. The Group can count on strong technological skills, a cutting-edge platform and an R&D team with robust competencies. Together with axélero's digital know-how, developments in Artificial Intelligence and commercial skills, the combined entity is poised to become a benchmark in Data, Content & Advertising Management.

The new entity will leverage on axélero's innovation capabilities and atex' vast expertise in publishing software to speed up the development of a "cloud journalism" platform which will revolutionise the publishing sector. At the same time, axélero will leverage atex' technology assets to strengthen the enterprise-level solutions of its Executive Division. atex's technologies and know-how will also be adapted to meet the specific requirements of small and medium enterprises, which are axélero's core market.

Leonardo Cucchiarini, Chairman and Chief Executive Officer of axélero, stated: "We are very satisfied with our strategy -- in less than three years since the IPO on the Italian Stock Exchange (AIM) we are today operating in international markets thanks to the acquisition of a major player like atex. The union of each company's distinctive strenghts will generate synergies in terms of innovation, know-how, leading edge products and services for businesses and media players alike".

Details of the operation

atex International s.r.l., a newly incorporated vehicle company entirely held by axélero, has signed a binding "Share and Purchase Agreement" for the full acquisition of the share capital of the following atex Group companies: atex Global Media s.r.l. (Italy); atex Global Media sàrl (France); atex Holdings Sweden AB (Sweden); atex Media Ltd (England); atex Media OY (Finland); atex Pty Ltd (Australia); atex Pte Ltd (Singapore); atex IMC.Inc (U.S.A.).

The Share and Purchase Agreement was signed by Kistefos International Equity AS, the sole shareholder of the seller atex Group Limited, as guarantor for the fulfillment of the seller's obligations, in accordance with the Share and Purchase Agreement on the one hand, and by axélero S.p.A., the sole shareholder of the purchaser, atex International S.r.l., as the guarantor for fulfillment of the obligations of the purchaser on the other.

The acquisition qualifies as a significant transaction in accordance with article 12 of the AIM Italia Issuers' Regulation.

The value of the transaction is Euro 6.7 million, of which EUR 6 million financed by bank loans. EUR 700 thousands shall be held in an escrow account for 12 months. The closing of the transaction is expected to occur within mid July 2017.

The price has been established on the basis of the market multiples method, earnings, and historic and projected cash generation capacity of the atex group. The resulting valuation multiple is 2.8x atex' 2016 EBITDA. Under this transaction, atex is free of financial debt and has about EUR 2 million as available cash.

In 2016 the atex Group generated consolidated revenues of EUR 19 million and an EBITDA of EUR 1.7 million. The Group is cash positive.

atex Global Media s.r.l.'s (Italy) revenues as of December 31st 2016 were EUR 6.2 million.

Following the acquisition, the aggregated proforma revenues of the combined entity for 2016 were Euro 65 million, with an EBITDA of Euro 10 million

axélero expects significant cost and revenue synergies from the acquisition, with a consequent positive effect on the EBITDA margin of the new entity, against an increase of debt corresponding to the financing of the transaction net of the cash acquired with the transaction.

For this transaction, axélero was supported by Eunomia Studio di Avvocati for legal aspects, by Antonio Zambon for Tax aspects, and by Studio Bernoni Grant Thorton for the due diligence, both in Italy and abroad.

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axélero S.p.A., a company established in 2008 and listed on the AIM Italia market since December 2014, is a leading provider of digital marketing solutions for SMEs. The Company's mission is in fact to accelerate the business of small and medium enterprises by providing them with access to digital solutions and services such as those used by big companies in order to unleash their competitive potential. Customers that choose axélero gain visibility, useful contacts and concrete results for their business. Market-maker approach, innovation and local roots are the characteristics of the Company, which operates through four business units: Smart & Business, offering digital solutions for SMEs and SOHOs with a network of over 400 digital consultants distributed across the country; Executive, specializing in custom projects for large companies and the Public Administration; Next, focused on developing artificial intelligence-based products that have won the Innovation Award of SMAU and Best Use of Artificial Intelligence in Customer Service; Lab, a corporate venture capital vehicle accelerating startups that develop products and services with high potential for SMEs.

Ticker symbol: AXEL, ISIN Code: IT0005069809 http://www.axelero.it/

atex Group Ltd. develops leading digital software solutions for media-rich industries. The company develops editorial and Web content management systems, and advertising management platforms that enable companies to streamline operations and build multi-channel revenues, amongst which atex Digital Media, a content management platform that provides various solutions, and atex Advertising, a solution for managing advertising activities ranging from lead generation to revenue collection. The company also provides professional services, product support, and a range of hosting and managed services. The company was founded in 1973 and is based in Reading, United Kingdom with offices worldwide: Italy, UK, Germany, Spain, Czech Republic and Scandinavia - Canada, USA, the Middle East and Asia Pacific.

www.atex.com

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