we receive e we publish the following press release issued by Siav.
Siav SpA Benefit Corporation, leader in Italy in the Document Management sector and listed on the multilateral trading system Euronext Growth Milan, following the announcement made on 14 May 2026 e 23 July 2026 and following the fulfillment of all the conditions precedent provided for in the contract, communicates that today the closing for the acquisition of 100% of the share capital of IT Consult Srl, software house Italian company active in the development of proprietary solutions for document management, digital processes and services cloud.
The transaction is part of the Group's strategic growth strategy through acquisitions, as part of a significant corporate and operational restructuring process, and strengthens its ability to grow by leveraging complementary technological expertise and a broader, more comprehensive offering. The integration of IT Consult will consolidate its presence in strategically valuable markets, foster new business opportunities, and increase revenue quality and visibility, while preserving operational continuity and leveraging the expertise developed over time.
As expected at signing, 60% of the total consideration for the transaction, equal to approximately Euro 3,4 million, will be settled in cash in three tranches, each corresponding to 20% of the Price, of which the first was paid today while the subsequent two tranches will be settled respectively by 31 December 2026 and 31 March 2027.
The remaining 40% of the Price was settled today through the full subscription of the capital increase reserved pro-rata for the selling shareholders of IT Consult, approved by the Board of Directors of Siav on 23 July 2026 through the partial exercise of the delegation granted by the extraordinary shareholders' meeting, for an amount equal to Euro 1.349.647,41 through the purchase of 480.984 newly issued ordinary shares, without indication of par value, offered at a price of Euro 2,81.
Please note that a mechanism is also foreseen earn-out linked to the achievement of specific economic-financial objectives: the compensation may be increased on the basis of the results of Adjusted EBITDA which IT Consult will achieve in the 2026 and 2027 financial years, up to a maximum total amount of Euro 1 million, fully consistent with the parties' desire to enhance the company's industrial and commercial growth path in the medium term.
IT Consult's new Board of Directors will consist of President Nicola Voltan, CEO Giovanni Marrè, and Director Daniele Boggian.
"With the closing of this transaction, we are taking an important step in the Siav Group's consolidation process, concretely implementing a strategy aimed at strengthening our leadership in document management and process digitalization. The addition of IT Consult strengthens our wealth of expertise, technologies, and innovation capabilities, enabling us to address an ever-evolving market even more effectively. With IT Consult, we are further expanding the Group's ability to support clients in their digital transformation journeys with an increasingly comprehensive and innovative offering.", he has declared Nicola Voltan, CEO of Siav.
"IT Consult's entry into the Siav Group strengthens the competitiveness of both our company and the group, creating immediate synergies across products, channels, and expertise, and ushers in a new phase of industrial and commercial growth, both in Italy and abroad. It guarantees full continuity in support, development, and investment in the Siav family of solutions. josh, which are available to all group clients starting today. I am very pleased with the understanding that has already emerged among the people who will lead the integration: a solid foundation for bringing concrete benefits to clients, employees, and investors. Our commitment is to guide this phase with continuity, transparency, and attention to the needs of all stakeholders, preserving IT Consult's strengths and integrating them with the vision and resources of the Siav Group.Said Giovanni Marrè, CEO of IT Consult.
Advisor of the operation.
In the acquisition of IT Consult, the sellers were assisted by Scouting Capital & Family Advisors, an international investment banking services platform, which acted as financial advisor, while Siav was assisted by the law firm Advant Nctm.
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The transaction does not qualify as a significant transaction pursuant to Article 12 of the Euronext Growth Milan Issuers' Regulation.
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This press release is available in the Investor Relations / Financial Press Releases section of the website www.siav.com and www.1info.it.
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Siav SpA Benefit Corporation, founded in 1989 in Rubano (PD), is a leader in the Enterprise Content Management (ECM) and Business Process Outsourcing (BPO) sectors. Since 2021, the Issuer has been a Benefit Corporation. The Company is at the head of an international group, active primarily in the Italian market, with offices in Padua, Milan, Genoa, Bologna, and Rome; it also operates in Switzerland and Romania. The Group boasts over 4.000 active direct and indirect customers, both private and public sector, to whom it provides a range of services divided into three segments: (i) proprietary software for document management (Archiflow, Silloge, and Catflow); (ii) proprietary software and vertical solutions related to document management (MyCreditService, SAP dashboards, and solutions dedicated to the healthcare sector); (iii) outsourced professional services (dematerialization and B2B electronic invoicing). As of December 31, 2025, the Group achieved, at consolidated level, revenues from sales and services of Euro 35,7 million and an EBITDA of Euro 9,3 million.
