Successful closing of the Email Service Provider business sale to TeamSystem

Milan, 13 July, 2023 – Growens S.p.A. –GROW (the “Company” or the “Issuer” or “Growens”), a company admitted to trading on the multilateral trading facility Euronext Growth Milan and operating in the cloud marketing technology field, following the press releases issued on 3 February 2023, 18 May 2023 and 30 June 2023 announces that the sale of the MailUp business unit via the holdings in MailUp S.p.A. (former Contactlab S.p.A.), Acumbamail S.L., MailUp Nordics A/S and its wholly owned subsidiary Globase International A.p.S. (collectively the “Email Service Provider” business) to TeamSystem S.p.A. (“TeamSystem”) (the “Deal”) was closed today.

The purchase price paid by TeamSystem for the Email Service Provider business amounts to Euro 76.7 million (the “Price”), comprehensive of the preliminary estimates of net working capital and net financial position of the transferred business as of today.

Part of the Price, amounting to Euro 4.6 million (the “Escrow Amount”) was deposited into an escrow account, in order to guarantee indemnification obligations provided by the Issuer within the Deal agreement. The Escrow Amount will be periodically released with a usual décalage method for similar deals. The Deal closing implies the verification of the condition precedent to the general shareholders meeting resolution to change the corporate purpose on 9 March 2023. Consequently, non-concurring shareholders are effectively entitled to the right of withdrawal of all or part of their stake, according to detailed information and instructions as per a separate press release issued today. Growens was assisted by Herbert Smith Freehills as legal counsel and Intermonte as financial advisor.

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