LU-VE FINALIZES THE CLOSING OF THE ACQUISITION OF REFRION GROUP

LU-VE Group, one of the world’s leading manufacturers of air heat exchangers, listed on Euronext Milan, announces the closing of the acquisition of 75% of Refrion Group.

The terms and condition of the transaction are the same already announced on 25th February 2022.

Refrion is an Italian company specialized in the production and marketing of air heat exchangers with adiabatic technology, which enables reductions to be made in energy consumption, water consumption, and noise emissions. Founded in 2002 by Daniele Stolfo, Refrion has always been distinguished by the innovation of its products, the key to its success in the civil and data center air conditioning and in process cooling and industrial refrigeration sectors, thanks also to the technology of heat exchangers with oval tubes, of which Refrion was a historic forerunner. In addition, Refrion is also active in the field of heat exchangers for nuclear plants and has one of the largest climatic test chambers in Europe.

In the financial year 2021, Refrion Group achieved a consolidated turnover of ā‚¬26 million with an EBITDA adjusted for extraordinary items of ā‚¬2.7 million, and a profit before tax and extraordinary costs of ā‚¬0.6 million. The adjusted net financial position at December 31, 2021 was negative for ā‚¬8.9 million.

The consideration paid for 75% of Refrion and financed through LU-VE Groupā€™s cash, is ā‚¬8.1 million, or 7.35 times the average adjusted EBITDA for the years 2020 and 2021, net of the net financial position as at 31/12/2021.

The transaction provides for representations & warranties usual for this type of transactions in international markets.

The remaining 25% of the share capital will remain in the ownership of Mr. Daniele Stolfo and Mr. Felix Siegfried Riedel, one of the main managers of Refrion Group.

The transaction provides for a call option for the acquisition of the 25% within five years.

The founder, Daniele Stolfo, will maintain the position of CEO of Refrion, and will join LU-VE Groupā€™s Product Development Committee.