(Alliance News) - Tinexta Spa announced Wednesday the signing of a binding agreement to acquire a 65 percent stake in Ascertia Limited through its subsidiary InfoCert Spa.

Ascertia is a leading player in the digital trust market based in London and also operates in the United Arab Emirates and Pakistan.

The transaction involves the purchase of 65 percent of Ascertia's capital for a consideration of EUR18.3 million plus net financial position, which corresponds to an enterprise value of the company of EUR28.2 million.

Also covered by the agreement are two earn-outs estimated at a total of EUR6.3 million, based on 2023 and 2024 performance, respectively, and a put/call on the remaining 35 percent, exercisable upon approval of the 2025 financial statements, resulting in the recognition of an estimated EUR13.1 million in debt.

On the date of the closing, a shareholders' agreement, already defined between the parties, will be signed, containing provisions relating to the governance of the Ascertia group and the circulation of shares in Ascertia as well as agreements relating to relations with Ascertia's top management.

The total investment for 100 percent of the company, Tinexta explains, is estimated at EUR37.7 million.

Ascertia is recognized by Gartner as a key player in Public Key Infrastructure, infrastructure needed to implement public key cryptography solutions to protect communications, authentications and the integrity of digital transactions. The company also offers digital signature products compliant with the eIDAS regulation and ETSI standards and counts central banks, government agencies, financial organizations, corporations and large enterprises among its customers. The company has also established well-established business relationships with major partners globally, which are an important accelerator of penetration into new geographies.

In the last fiscal year, ending March 31, 2022, the Ascertia Group reported pro forma revenues of EUR8.1 million, up 15 percent year-on-year, and pro forma adjusted Ebitda of EUR1.4 million, with an Ebitda margin of 17 percent.

Through this transaction, Tinexta thus grasps several strategic objectives, "with the development of industrial and commercial synergies, in particular: the strengthening of its international presence, with the entry into the English, Middle East and North African markets, the integration of new technological competencies in the InfoCert perimeter, in particular thanks

to Ascertia's specialization in PKI, which will enable it to offer customers a broader and more innovative portfolio of offerings, the possibility of reaching new markets by taking advantage of the extensive sales network developed by Ascertia, and a more technological and jurisdiction-free proposition of offerings," a note said.

Tinexta on Tuesday closed in the green by 2.0 percent at EUR25.88 per share.

By Chiara Bruschi, Alliance News reporter

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