Edison, through its subsidiary Fenice, signs a binding agreement for the acquisition of the majority of Zephyro S.p.A. and consolidates its role in energy services for the public administration

Edison, already a leading player in energy and environmental services for large industry, takes a significant step forward in the consolidation of its market positioning in the segment of energy services for the Public Administration through its subsidiary Fenice Spa.

Milan, May 28, 2018 - Edison announces that its wholly-owned subsidiary Fenice S.p.A. entered today with Prima Holding s.r.l. into a binding agreement for Fenice’s acquisition of the majority shareholding - which is constituted by n. 7,007,299 ordinary shares and n. 91,672 performance shares, that will be acquired following their conversion in ordinary shares, overall equal to 71.60% of the Zephyro S.p.A. share capital at the price of 10.25 euros per share.

Zephyro, whose shares have been traded since December 2015 on the AIM Italia (Alternative Investments Market managed by Borsa Italiana S.p.A. and dedicated to small and medium Italian enterprises with high growth potential), is a leading operator in Italy that offers integrated energy management solutions by designing and implementing high-tech energy requalification initiatives, as well as managing and maintaining plants and providing the associated services for complex energivorous structures, intended to limit consumption and polluting emissions as well as achieve cost savings. The Company in 2017 reported a turnover of 69 million euros in revenues and 15,9 million euros in EBITDA.

“I am proud to announce this transaction”, stated Paolo Quaini, Director of Edison’s Energy and Environmental Services Division, “which, in addition to the recent acquisition of Edison Facility Solutions (formerly Energon Facility Solutions), enables us to definitively mark our position as a provider of energy services for the Italian Public Administration. We are convinced that we will play a significant role in this market thanks to Edison’s expertise and capability for innovation” - Quaini added. “Although we are aware that the historical leaders in this segment have extensive experience and significant skills, we are convinced that the greater richness of Edison offering along with the solidity of its long-standing expertise will certainly be of benefit to Italy’s public sector”.

“I’m very satisfied with the agreement signed and announced today. Zephyro joins Edison, a leading energy company, within which Zephyro's expertise and experience will be fully expressed and will contribute to the affirmation as a leading operator in the sector of energy efficiency for the Public Administration in Italy", said Domenico Catanese, Zephyro Charman.

The transfer of the majority shareholding (“Closing”) is subject to certain conditions precedent, among which the Antitrust clearance. Edison will consolidate Zephyro line-by-line starting from the date of the closing.

Following the closing, Fenice will promote, within the terms and according to the methods laid out by law, and in compliance with the provisions set forth in art. 9 of the Zephyro Bylaws, the mandatory tender offer on all of the remaining Zephyro shares, for the same consideration of euro 10.25 per share.

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