Bologna, 26 June 2026 – With reference to the voluntary public tender offer (the “Offer”) launched by Hydra Investimenti S.p.A. (the “Offeror”), a company wholly owned by Hydra S.p.A., majority shareholder of Datalogic S.p.A. (“Datalogic” or the “Company”) on the ordinary shares of Datalogic, it is hereby announced that the Board of Directors of the Company, which met today, has approved the communication (the “Issuer’s Communication”), prepared pursuant to Article 103, paragraph 3, of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and integrated (the “TUF”) and Article 39 of the Regulation issued by CONSOB with Resolution No. 11971 of 14 May 1999, as subsequently amended and integrated (the “Issuers’ Regulation”); the Issuer’s Communication contains, inter alia, the reasoned opinion of the Board of Directors on the Offer and on the fairness of the relevant consideration.
For the purposes of the approval of the Issuer’s Communication, the Board of Directors has, inter alia, taken into account: (i) the opinion of the independent directors of the Company issued on 26 June 2026 pursuant to Article 39-bis of the Issuers’ Regulation (the “Opinion of the Independent Directors”), (ii) the fairness opinion on the adequacy, from a financial point of view, of the consideration offered by the Offeror in the context of the Offer, issued by Nomura Financial Products Europe GmbH, Italian Branch, acting as independent expert appointed by the independent directors of the Company (the “Opinion of the Independent Directors’ Independent Expert”), and (iii) the fairness opinion on the adequacy, from a financial point of view, of the consideration offered by the Offeror in the context of the Offer, issued by Equita SIM S.p.A., acting as independent expert appointed by the Board of Directors (the “Opinion of the Board of Directors’ Independent Expert”).
The Board of Directors of the Company, also on the basis of the content of the Opinion of the Independent Directors, the Opinion of the Independent Directors’ Independent Expert and the Opinion of the Board of Directors’ Independent Expert, has resolved to consider, from a financial point of view, the consideration envisaged in the context of the Offer to be fair.
The Issuer’s Communication will be annexed to the offer document relating to the Offer, which will be published by the Offeror within the timeframes and in the manner required by applicable law, together with the Opinion of the Independent Directors, the Opinion of the Independent Directors’ Independent Expert and the Opinion of the Board of Directors’ Independent Expert.
