Mare Group reached a agreement with Metriks AI for 100% sale of Workgroup, a company active in the development of software platforms and digital solutions for businesses. The transaction gives Workgroup a total value of 20 million euros and represents a step in the strategy of the Italian innovative engineering group, which aims to concentrate more resources and investments on the sectors ofAerospace & Defense, Industry & Transportation e Infrastructure & Building.
The agreement, signed on Wednesday, July 29, 2026, values the company at a multiple of 7,5 times expected 2026 EBITDA, calculated considering expected cash EBITDA of at least €2,9 million for 2026 and 2027 and a net financial position at the closing date of €2 million, of which €1 million relates to a Mare Group shareholder loan. Workgroup's expected revenue for 2026 is approximately €6 million.
Il completion of the operation, planned within September 30, 2026, will be subject to compliance with certain conditions, including the procurement by Metriks AI of the financial resources necessary for the cash component of the consideration and the approval of the shareholders' meeting of the acquiring company.
Workgroup Acquisition to Metriks AI: How the Corporate Structure Changes
The transaction involves a series of preliminary steps prior to closing. Mare Group, which currently owns 55% of Workgroup, will acquire from Wgs Srl a further 40% stake in the share capital, bringing its overall share at 95%Upon completion of the agreement, Mare Group will then transfer its 95% stake in Workgroup to Metriks AI, while Wgs will directly transfer the remaining 5%, allowing Metriks AI to acquire the entire capital of the company.
For the acquisition of the additional 40% quota, Mare Group will recognize Wgs a total consideration of 7,9 million of euros. The sum will be paid as follows: €3 million through the assignment of Mare Group shares, valued at €5,60 per share, and €4,9 million in cash, of which €2,5 million at the closing date and €2,4 million with deferred payment in 2027.
For the sale of 95% of Workgroup, Mare Group will receive from Metriks AI a total consideration of 18,9 million euros, comprising €7 million in cash at closing, €1 million in newly issued Metriks AI shares, valued at €4,50 per share, and €10,9 million in Metriks AI convertible bonds maturing on June 30, 2028, with a value at maturity of €11 million. At maturity, the bonds may be converted into newly issued Metriks AI shares or repaid in cash, as per the agreements.
For the transfer of the remaining 5% of Workgroup, Wgs will receive consideration equal to 1,1 million euros in Metriks AI shares, valued at 4,50 euros per share.
The valuation of the 95% stake in Workgroup at 18,9 million euros determines, according to what was communicated by Mare Group, a potential capital gain of approximately 5,7 million of euros, before taxes and transaction costs. The agreement also provides for some mechanisms of price adjustmentThe cash component will be adjusted, euro for euro, based on the difference between the estimated and actual net financial position at the closing date. Further adjustments are also envisaged in the event of failure to achieve the expected financial results for 2026 or to maintain them in 2027, in addition to an earn-out of up to €3 million in Metriks AI shares in case the expected objectives are exceeded.
Mare Group focuses on Aerospace & Defence
The sale of Workgroup is part of the process of reorganization of Mare Group's activities, which intends to focus its development on sectors considered strategic. These include, in particular,Aerospace & Defense, a sector that the group strengthened in 2026 with the acquisitions of Gmspazio and Ctmavio, in addition to the activities related to proprietary technology platforms in the Industry & Transportation and Infrastructure & Building sectors.
"Workgroup needs an environment where software and Artificial Intelligence are the primary drivers, and Metriks AI is that environment. This is why Mare Group will support the project in its next development phase, acquiring a stake in Metriks AI and maintaining exposure to the value that Workgroup will help build. This is also a rationalization step: the freed-up resources will support strategic activities and growth. We are confident that Workgroup, within Metriks AI, will be able to accelerate its industrial development, generating value for all stakeholders," stated Mare Group's CEO. Antonio Maria Zinno.
Workgroup joins the Metriks AI project
For Workgroup, the agreement marks a new phase of development through the integration with Metriks AI. The goal is to create a listed operator with complementary expertise in management software, artificial intelligence, and the digital transformation of small and medium-sized businesses.
The management of the company will remain in the spirit of continuity. Antonio Torino will in fact continue to cover the role of CEO of Workgroup and will do his part joining the board of directors of Metriks AI.
"We are entering a new phase in Workgroup's history. Joining the Metriks AI project will allow us to accelerate our innovation journey, expand our target market, and develop our software platforms even more rapidly. I will continue to lead Workgroup with the same team and the same entrepreneurial vision, providing the new entity with the experience we have gained over the years and actively contributing to the industrial development of the Metriks AI Group," stated the Turin CEO.
