CD Media holds 68.29% after completing public offer for INTERTEK

According to Article 23 of Law 3461/2006 (hereinafter referred to as the "Law"), "CD – MEDIA SOCIETAS EUROPAEA OF TRADING AND SALE OF SOFTWARE AND MULTIMEDIA OPTICAL SYSTEMS S.E." (hereinafter referred to as the "Offeror") announced the results of the mandatory public offer (hereinafter referred to as the "Public Offer") made to the shareholders of the public limited company "INTERTEK S.A. - INTERNATIONAL TECHNOLOGIES" (hereinafter referred to as the "Company"). The Offeror submitted the Public Offer on April 28, 2025 (hereinafter referred to as the "Public Offer Date") for the acquisition of all shares (hereinafter referred to as the "Shares") that were not held by the Offeror and the Coordinated Persons as of the Public Offer Date. Specifically, the Offeror sought the acquisition of 3,630,679 Shares, which represent 43.09% of the total paid-up share capital and voting rights of the Company, in exchange for €1.27 per Share in cash (hereinafter referred to as the "Offered Consideration").

Terms and phrases, including combinations of words and capitalized terms, as defined in the Information Bulletin prepared by the Offeror and approved by the Board of Directors of the Capital Market Commission (CMC) on June 16, 2025, will have the same meaning when used in this announcement, unless defined otherwise herein or otherwise inferred from the context.

1. Acceptance Period:
   The Acceptance Period started on June 18, 2025, and ended on July 16, 2025. During the Acceptance Period, 52 Shareholders legally and validly accepted the Public Offer (hereinafter referred to as the "Accepting Shareholders"), offering a total of 959,513 Shares, which represent approximately 11.39% of the total paid-up share capital and voting rights of the Company (hereinafter referred to as the "Offered Shares").

   Upon completion of the off-market transfer of the Offered Shares, the Offeror and the Coordinated Persons will collectively own 5,753,734 Shares and 5,753,734 voting rights, representing approximately 68.29% of the total paid-up share capital and voting rights of the Company.

2. Payment of Offered Consideration:
   The payment of the Offered Consideration to the Accepting Shareholders will commence on July 22, 2025. The Offeror will deposit the Offered Consideration into the EL.K.A.T. account on TARGET 2, as well as cover all related charges/fees of EL.K.A.T. and applicable taxes, except for those that the Offeror is not liable to pay, in accordance with the Information Bulletin and the regulations set forth in decision No. 18/22.02.2021 of the Board of Directors of EL.K.A.T. as amended and in force. After the payment of all aforementioned amounts, EL.K.A.T. will transfer the corresponding amounts of the Offered Consideration to the accounts of the respective Participants/Intermediaries in TARGET 2 and will proceed with the transfer of Shares from the Accepting Shareholders’ Securities Accounts to the Offeror's Securities Account, maintained through the relevant Participant/Intermediary.

3. Tax Deduction:
   It is important to note that the Offered Consideration payable to the Accepting Shareholders will be subject to a tax, as stipulated in Article 9 of Law 2579/1998, which is currently set at 0.10% and is calculated based on the transaction value.

4. Additional Costs:
   Moreover, the Offeror will assume the responsibility for the payment of fees to EL.K.A.T. for the transfer of the Transferred Shares, as specified in the Annex of the codified decision No. 18 (session 311/22.02.2021) of the Board of Directors of EL.K.A.T. These fees are currently set at 0.08% of the transfer value, with a minimum charge of €20 or 20% of the transfer value for each Accepting Shareholder per Securities Account. The transfer value is calculated as the product of the number of Transferred Shares and the Offered Consideration.

5. Post-Offer Ownership:
   Following the completion of the Public Offer, the Offeror and the Coordinated Persons will hold Shares representing less than 90% of the total paid-up share capital and voting rights of the Company. As a result, Article 28 of the Law, which imposes an obligation on the Offeror to acquire all remaining shares offered within three (3) months of the publication of the results of the Public Offer at the same price per share as the Offered Consideration (Exit Right), will not apply. Furthermore, the Offeror does not intend to delist the Company’s shares from the Athens Stock Exchange.

6. Advisory Services:
   "Ambrosia Capital Hellas Monoprosopi AEPEY" acted as the Offeror's Advisor for the Public Offer.