Xenon promotes total voluntary public tender offer for Eles Semiconductor Equipment

Xenon has promoted, through a specifically incorporated and indirectly controlled Italian vehicle, a voluntary total public tender offer (OPA) for the shares and warrants of Eles Semiconductor Equipment S.p.A. The target company is a global provider of testing solutions for semiconductor devices. The operation is the first-ever competing OPA on the Euronext Growth Milan market, launched in response to a previous offer by Mare Engineering Group S.p.A.

Strategically, the OPA represents the start of a buy-and-build strategy focused on Eles, aimed at creating a global reference group through the integration of national and international players with complementary technologies, customer bases, and geographies.

Gitti and Partners assisted the reference shareholders of Eles regarding the contractual agreements signed with Xenon, which govern the execution of the OPA and the ongoing relationship, including shareholders’ agreements, between Xenon, the offeror, and the shareholders. The team included partner Vincenzo Armenio and associate Silvana Farina for corporate and ECM aspects, while tax profiles were managed by partner Gianluigi Strambi and associate Enrico Canaletti.

LCA Studio Legale, with a team comprising Benedetto Lonato, Giuditta Rege, and Edoardo Berni, assisted the Board of Directors of Eles in the preparation of the issuer’s statement pursuant to Article 103 of the TUF regarding the OPA promoted by Xenon and the related opinion of the independent directors. The firm also provided assistance concerning the competing OPA from Mare Engineering Group. The assistance covered profiles of significant technical and governance complexity, related to the simultaneous presence of two competing offers for the same issuer, in which LCA supported the Board of Directors, particularly in managing potential conflicts of interest and the deliberative processes related to the offers.

Pirola Corporate Finance S.p.A., with a team led by Paola Montrucchio, issued the fairness opinion on the adequacy of the consideration offered within the context of the competing public offers as the independent expert identified by the independent directors and appointed by the Board of Directors.