Icop, an Italian engineering and specialist works company founded in 1920 and based in Basiliano, in the province of Udine, moves on Trevi and opens a new chapter in the consolidation of national underground engineering. The company, one of the main European operators in microtunneling and special foundations, has announced avoluntary totalitarian public exchange offer on the totality of the ordinary shares of Trevi – Industrial Finance, listed on Euronext Milan. The operation aims tostrategic integration between the two groups and, if the conditions are right, to delisting of TreviThe idea is to build a new Italian hub for underground engineering, capable of competing internationally in special foundations, microtunneling, and complex infrastructure. Icop would offer its industrial platform, which has grown in recent years across Europe and the United States, while Trevi would bring geotechnical expertise, a global presence, consolidated business relationships, and extensive experience in large-scale projects.
The offer price and the premium to shareholders
The Ops will concern up to 65.578.216 Trevi ordinary shares, equal to 100% of the share capital. The consideration will be entirely in newly issued Icop shares: for each Trevi share tendered, 0,133 Icop shares will be awarded. In other words, anyone who tenders 1.000 Trevi shares will receive 133 new Icop shares.
Based on the official closing price of Icop on June 26, 2026, equal to 31,300 euros, the the exchange value of each Trevi share is 4,163 eurosThe premium is 20,1% compared to Trevi's official share price for the same session, equal to 3,467 euros. The comparison becomes even more stark when considering Trevi's capital increase: the premium is 35,4% compared to the TERP, equal to 3,074 euros, and 108,1% compared to the offering price of the new shares, set at 2,00 euros.
The completion of the offer will take place from a series of conditions, These include approval of Icop's capital increase to service the takeover bid, Consob's approval of the offer document, and reaching at least 90% of the voting rights exercisable at Trevi shareholders' meetings, barring any waivers provided for in the transaction documentation.
The numbers of the new group
The combination of Icop and Trevi would create a group with pro-forma 2025 revenues exceeding 1 billion euros and a total backlog exceeding €2 billion. The increased size is a key element of the project, as it would allow the new group to assert itself more strongly in major international infrastructure projects, where scale, track record, and geographic coverage are increasingly crucial. Icop estimates that the integration could generate, fully operational by the fourth year after the finalization of the offer, synergies of €120–140 million in additional annual revenue and €55–75 million in EBITDA. The identified levers include commercial complementarity, more efficient use of the fleet, greater negotiating power with suppliers, and the rationalization of corporate functions.
Il industrial project It also includes a geographic refocus, increased operational efficiency, and a strengthened financial profile. Icop will also evaluate possible options for Trevi's machinery division, including its valorization through extraordinary transactions, specifying, however, that there are currently no negotiations underway with third parties.
Petrucco: "We're not just building a bigger group."
For the CEO of Icop, Piero Petrucco, the operation is “the natural evolution of an industrial path already started”. The manager recalled the growth achieved by the group, which has gone from being a predominantly Italian and European operator to an international reality, also thanks to the acquisitions made in recent years. The heart of the operation, in his words, is theunion of "two Italian technical and engineering excellences, with an international presence, complementary to each other”. Icop would bring financial and executive discipline, Trevi expertise in the most complex projects and in challenging geographies.
"With the Offer we announced today, we're not just building a larger group. We want to build a more technologically advanced Italian industrial platform with global standing, better able to generate long-term value for all stakeholders," the CEO stated.
