BREAKING NEWS

In the press release dated June 4, 2025, Simone SpA, a publishing company listed on Euronext Growth Milan, announced that it has signed a preliminary agreement to acquire 51.0% of the share capital of a newly established limited liability company (newco). This newco will receive, through a spin-off from Calamus SAS di Canton e C. (Calamus), the business unit related to publishing activities carried out under the “Topipittori” brand. Topipittori Srl is a publishing house founded in Milan in 2004, specializing in the publication of illustrated books for children and young readers. From a financial standpoint, over the 2022–2024 period, the company recorded an average annual revenue of approximately €1.30 million and an average Adjusted EBITDA of around €0.25 million. The transaction, which is currently expected to close by the end of July 2025, includes the payment of a consideration calculated based on a multiple of four times the average Adjusted EBITDA for the 2022–2024 period of the target company, with possible adjustments related to the Net Financial Position (NFP) at the execution date and to the costs of reprinting backlist titles. The Preliminary Agreement also includes a series of standard representations and warranties, indemnification obligations, and conditions precedent, including the successful outcome of the ongoing due diligence process. At the execution date, it is expected that: A three-member Board of Directors will be appointed (two members designated by Simone SpA and one by Calamus); An option agreement will be signed, regulating the mutual exercise of purchase rights: on one side, the Simone Call Option, which grants Simone the right to acquire the remaining 49.0% of the newco held by Calamus within a period between the second and fourth anniversary of the execution date; on the other side, the Calamus Call Option, which allows Calamus to repurchase the 51.0% of the newco from Simone SpA within a window between the fourth and fifth anniversary of the same date. The value of such options will be determined by adding a fixed amount to the Net Financial Position (NFP) of the newco at the date of exercise. From a strategic standpoint, the transaction is part of a broader strategic project by the Simone Group aimed at consolidating its presence in the European children’s and young adult publishing segment. Following its entry into the market in 2023 through the acquisition of the Gatto Verde Edizioni brand, the deal with Topipittori Srl represents not only a growth opportunity in a sector of high cultural value but also a concrete first step in the Group’s internationalization journey. The strong brand recognition of Topipittori in foreign markets serves as a key driver for expansion through external lines, particularly toward the acquisition of other publishing houses in the sector with strong identities and positioning but often limited operational scale. The goal is to create an integrated network of independent European publishers, enhancing their quality and visibility while contributing to the Group’s earnings growth and geographical diversification. To this end, the Company reported that it has already identified several foreign targets, in line with the above criteria, for potential similar transactions in the future. The signing of the preliminary agreement for the acquisition of 51.0% of Topipittori Srl reinforces our positive view on the stock. Taking into account the disclosed information and pending the closing of the transaction, we confirm our recommendation: rating BUY, Target Price € 2,60, risk Medium.

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