ABK Industrie Ceramiche S.p.A. (ABK) entered into a framework agreement to acquire Capital for Progress 2 S.p.A. (BIT:CFP2), in a reverse merger transaction, on June 19, 2018. Under the terms of the deal, for the purpose of the exchange, the capital of ABK will be divided into 13 million shares, which will be exchanged in a ratio of 1:1 with the ordinary CFP2 shares. In the absence of withdrawal, the three current shareholder families of ABK will maintain a 61.3% stake after the merger, while in the case of maximum withdrawals (30% - 1 share of CFP2) this share will be 70.4%. The shareholders of ABK will assume a lockup commitment up to earlier of 28 months from the effectiveness of the business combination or the total conversion of the special shares of the promoters and 9 months after the listing of the ordinary shares on the Mercato Telematico Azionario. It is also expected that CFP2 will fulfill the commitment to assign the 3 warrants for every 10 shares destined to non-receding shareholders with new warrants (the "quasi-cashless CFP2 / ABK warrants") of almost cashless type, different from those in circulation and launch a public exchange offer between CFP2 / ABK Warrant quasi-cashless and Warrant CFP2 in the ratio of 1:1 after admission to listing of the former on AIM Italy. In the absence of withdrawals for at least €5 million and if the public exchange offer does not collect subscriptions for at least 0.7 million CFP2 Warrants, CFP2, before the merger deed, will distribute to its shareholders reserves for an amount of €5 million and will change the exchange ratio accordingly. Following the transaction, ABK will be merged by incorporation into CFP2, which will take its name. CFP2 will appoint two directors in the Board of Directors of ABK and an effective statutory auditor. The transaction is subject to approval by the shareholders' meetings of CFP2 and ABK and non-withdrawal by shareholders of CFP2 for a capital amount exceeding 30%. The CFP2 assembly is scheduled to take place within the first week of October 2018. As of October 2, 2018, the transaction was approved by the shareholders of Capital for Progress 2 S.p.A. TEH-Ambrosetti acted as advisor, KPMG acted as accountant and Nicola Brunetti, Emanuela Ciaffi and Enrico Candotti of Gattai Minoli, Agostinelli & Partners acted as legal advisors to CFP2. UBI Banca acted as nominated advisor and specialist to CFP2. Baldi Finance acted as financial advisor, Baldi & Partners – Avvocati e Commercialisti and Colizzi & Associati Studio Legale acted as legal advisors and Studio Commercialisti Pier Giovanni Ascari e Soci acted as accountant to ABK.