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Executed the agreement between TES Transformer Electro Service and Tamini Trasformatori

Terna Plus S.r.l. (Terna’s fully controlled subsidiary) has executed with Xenon Private Equity, Riccardo Reboldi and Giorgio Gussago (TES’ Shareholders) an agreement aimed at regulating the process for the entrepreneurial and corporate integration between corporate groups of Tamini and TES.

TES and Tamini are both world leading Italian companies for the design and production of industrial, power and special transformers. The first is based in Ospitaletto and Rodengo Saiano (Brescia) and the second manages 4 production facilities in Legnano and Melegnano (Milan), Valdagno (Vicenza) and Novara. At the end of year 2014, TES recorded revenues of 29.5 million euros and employed 69 people; Tamini, with 350 employees, recorded revenues of 106,3 million euros.

The agreement provides that the process concerning the integration of TES in Tamini will be carried out by means of an exchange of shares, i.e. the incorporation of a new company Holdco, fully owned by TES’ Shareholders, which will contribute the TES’ entire corporate capital in favour of Tamini against of the capital increase. Consequently, by the completion of all the relevant instrumental activities and the subscription of the above capital increase, Terna Plus will hold approximately a 70% stake of Tamini’s corporate capital and Holdco (TES’ Shareholders) will hold approximately a 30% stake of Tamini’s corporate capital.

The completion of the transaction is subject, among the others, to the confirmatory outcome of the due diligences which the parties have started and are currently carrying out.

The transaction will allow TES and Tamini to strengthen their presence worldwide in the field of the industrial transformers, energy transformers and after sales assistance. The combination of the best technologies, experiences, relationships, services and, above all, the best human capital in the world, will lead to the development of new products and new services, at full advantage of customers’ needs.

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TES Transformer Electro Service S.r.l. - Via Seriola, 74 - 25035 Ospitaletto (BS) ITALY- phone: +39 030.6840628-9 fax: +39 030.6847560 -VAT number 03438790176 - Cap.:euro 1.134.000,00 - Reg. num.: (BS 1998-22700) -

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