SAES Getters S p A : Signing of a binding Share Purchase Agreement to purchase 100% of the German company FMB Feinwerk- und Meßtechnik GmbH

SAES Group - Press Release

PRESS RELEASE

Milan, April 24, 2024

The Board of Directors announces the signing of a binding Share Purchase Agreement to purchase 100%

of the German company FMB Feinwerk- und Meßtechnik GmbH, leading player in the vacuum systems and beamlines sectors

The closing of the transaction is expected by the end of May 2024

SAES Getters S.p.A. (SAES) announces that today has signed a binding Share Purchase Agreement for the acquisition of 100% of the share capital of FMB Feinwerk- und Meßtechnik GmbH (FMB Berlin), today wholly owned by the majority shareholder Uwe Schneck, by the minority shareholders Ingmar Lehmann and Jens Rekow and by the company Mardi Beteiligungs GmbH & Co.

FMB Berlin, based in Berlin, has been active since 1990 and is a consolidated international player in the sector of components and scientific instrumentation for synchrotrons and particle accelerators.

For the purposes of the acquisition the English subsidiary FMB Oxford Limited (FMB Oxford), now wholly owned by FMB Berlin, whose activity is not considered strategic for SAES, is outside the scope of this transaction.

Aim of the acquisition is to consolidate SAES Group's international position and leadership in the advanced scientific research market, expanding the offer of vacuum systems used in particle accelerators and synchrotrons in Europe and globally.

The agreed purchase price is equal to €8 million and will be paid by SAES in cash, using its own resources, to the current FMB shareholders, based on the shares held respectively, at the closing date. The actual purchase price may be subject to an adjustment if the amount of debt at the closing date exceeds a predefined threshold. FMB's cash is expected to be close to zero at the closing date.

The closing provides for a series of suspensive conditions, to which the completion of the transaction is subject, among which the carve-out of FMB Oxford and the termination of any commercial or financial support to the latter, as well as the signing of the collaboration agreements with some strategic employees for business continuity, on the basis of specifically identified and agreed terms and conditions.

It is expected that the closing of the transaction can be finalized by the end of May 2024.

The revenue achieved by FMB Berlin in 2023 was equal to approximately €13.4 million, with an EBITDA margin equal to 13%. As at December 31, 2023, the company's net assets amounted to €4.8 million. The company currently employs around 60 people.

SAES Group

A pioneer in the development of getter technology, the company SAES Getters S.p.A., together with its subsidiaries is a world leader in a variety of scientific and industrial applications that require high vacuum conditions. In more than 80 years of activity, the Group's getter solutions have been supporting technological innovation in the information display and lamp industries, in sophisticated high vacuum systems and in vacuum thermal insulation, in technologies spanning from large vacuum power tubes to miniaturized devices such as silicon-based microelectronic and micromechanical systems (MEMS).

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SAES Group - Press Release

Starting in 2004, by leveraging the core competencies in special metallurgy and in the materials science, the SAES Group has expanded its business into the advanced material markets, particularly the market of shape memory alloys, a family of materials characterized by super elasticity and by the property of assuming predefined forms when subjected to heat treatment. These special alloys, which today are mainly applied in the biomedical sector, are also perfectly suited to the realization of actuator devices for the industrial sector (domotics, white goods industry, consumer electronics, healthcare, automotive and luxury sector).

More recently, SAES has expanded its business by developing a technological platform that integrates getter materials in a polymeric matrix. These products, initially developed for OLED displays, are currently used in new application sectors, among which optoelectronics, advanced photonics, telecommunications (5G) and mobile phones above all. SAES also offers functional acoustic composites for the consumer electronics market and new functional materials developed from two main technological platforms are being validated: special zeolites and microcapsules. These new developments can find application in various sectors, from cosmetics to the paint & coatings segment, as well as that of polymers of natural origin.

Among the most recent applications, the advanced packaging is a significantly strategic one, in which SAES is offering a range of new products for the food sustainable packaging and competes with recyclable and compostable solutions.

Finally, please note the recent establishment of the new unit dedicated to consumer innovation, called B!POD, created with the aim of developing and marketing sustainable products and solutions and combating food waste.

A total production capacity distributed in eight facilities, a worldwide-based sale & technical service network and almost 700 employees allow the Group to combine multi-cultural skills and experience and to be a truly global enterprise.

SAES Group's headquarters are based in Milan.

SAES Getters S.p.A. is listed on the Italian Stock Exchange Market, Euronext STAR segment, since 1986.

More information on the SAES Group is available on the website www.saesgroup.com.

Contacts:

Emanuela Foglia

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Corporate Media Relations

Close to Media

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Enrico Bandini

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Federico Maggioni

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