Mare Group Acquires Workgroup to Boost Digital Transformation for SMEs

Mare Group is accelerating the construction of its Italian high-tech engineering hub by acquiring 55% of Workgroup, a company specializing in software solutions for integrated business process management. This strategic move aims to drive the digital transformation of SMEs. Workgroup boasts over 1,200 active clients and 3,000 completed projects, with aggregated proforma figures for 2024 showing €3.8 million in Production Value, €1.5 million in adjusted EBITDA, and an adjusted Net Financial Position of €1.8 million.

Strategic Rationale Behind the Acquisition

The acquisition of Workgroup aligns with Mare Group's strategy to combine Workgroup's established presence in the SME sector with Mare Group's engineering and technological expertise. This business combination involves the transfer of WGS's core operational activities, including the Faster platform with its software, trademarks, and intellectual property rights, into Workgroup. Additionally, the entire capital of Synergy is included, along with a Mare Group business unit dedicated to digital solutions and international partnerships, valued at approximately €2.2 million, which will support a reserved capital increase.

Details of the Transaction

Mare Group has acquired the majority stake through a combination of contributions and purchases. In addition to its business unit, Mare Group acquired a further stake for a total price of approximately €2.85 million. An initial tranche of €650,000 has already been paid, with the remaining amount to be paid between January 2026 and January 2027. Following these transactions, Mare Group will hold 55% of Workgroup's share capital, while WGS will retain the remaining 45%.

Earn-Out and Compensation Mechanisms

The agreement includes an earn-out mechanism of up to €700,000, contingent on achieving specific EBITDA levels in 2026 and 2027. It also stipulates that Mare Group will compensate for any adverse effects resulting from the EBITDA of the transferred business unit, limited to the first three years and proportionate to its stake in the period.

Governance and Future Options

The company's governance will be governed for up to five years by shareholders' agreements that regulate management balances and will be incorporated into the articles of association. Mare Group also has a right to purchase the remaining stake, and WGS has a corresponding right to sell, exercisable until December 19, 2030, in a unitary form. The price will be determined by applying a multiple of seven times the adjusted EBITDA, exceeding the threshold of €2.6 million, with further adjustments related to the timing of exercise and the adjusted Net Financial Position. Payment may be made in cash and, within the limits, also through Mare Group shares, valued based on the average stock market prices of the last three or six months, adopting the higher value.

Lock-Up and Exit Strategies

A lock-up period is in effect for the duration of the options, prohibiting the transfer of shares without the counterparty's consent. After this period, the contract governs potential exit strategies, recognizing rights of first refusal, co-sale, and drag-along in the event of a sale to third parties.

Here's a quick overview of the key transaction details:

Building an Integrated Digital Infrastructure

This operation reinforces Mare Group's plan to build an integrated digital infrastructure serving industrial and retail SMEs. The combination of Workgroup's proprietary software platforms, the distribution of Passepartout products, the transferred activities, and the group's established engineering experience will expand the scalability of the model and accelerate the development of SaaS solutions to automate key processes for client companies.

Synergy with TradeLab Partnership

Workgroup's role also complements the recent strengthening of the partnership with TradeLab, which now holds 22.4% of Mare Group's capital. In this scenario, TradeLab oversees data intelligence and decision support through artificial intelligence, while Workgroup provides operational support for last-mile retail, particularly through software dedicated to cash register management.

Executive Perspectives

Mare Group's Vision

“The operation fits coherently into the growth path of the Italian High-Tech Engineering Hub,” explains Antonio Maria Zinno, CEO of Mare Group, “With Workgroup, we strengthen our presence on digital platforms and make the offer more scalable”.

WGS's Strategic View

Antonio Torino, sole director of WGS, commented that Mare Group's entry is “a strategic step for Workgroup. The business combination between the distribution of Passepartout products, our software platforms, the transferred activities, and Mare Group's industrial contribution has the potential to accelerate the company's development, expand its market positioning, and face a new phase of growth with a more solid and scalable structure”.

Financial Details and Assurances

The initial part of the price was financed by Mare Group through its own resources. Any future disbursements will be linked to the achievement of the earn-out and the possible exercise of options on the remaining stake, with the possibility of combined use of liquidity and company shares. WGS and its partners have also provided a comprehensive set of declarations, guarantees, and indemnities in line with market practice. Finally, the operation does not fall under related party transactions, is not classified as significant according to the Euronext Growth Milan regulations, and does not result in a reverse take-over.

Summary of Financials

Here's a summary of Workgroup's financial performance based on aggregated proforma figures for 2024:

Key Terms of the Agreement

Earn-Out Mechanism

An earn-out mechanism of up to €700,000 is linked to achieving specific EBITDA levels in 2026 and 2027.

Compensation for EBITDA Effects

Mare Group will compensate for any adverse effects resulting from the EBITDA of the transferred business unit, limited to the first three years and proportionate to its stake.

Option Rights

Mare Group has a right to purchase the remaining stake, and WGS has a corresponding right to sell, exercisable until December 19, 2030.

Impact on Digital Infrastructure

Enhanced Scalability

The acquisition expands the scalability of Mare Group's model and accelerates the development of SaaS solutions to automate key processes.

Integrated Solutions

The combination of Workgroup's software platforms and Mare Group's engineering experience creates an integrated digital infrastructure.

Data Intelligence

TradeLab provides data intelligence and decision support through AI, complementing Workgroup's operational support.

Governance Structure

Shareholders' Agreements

The company's governance will be governed by shareholders' agreements for up to five years.

Management Balances

The agreements regulate management balances and will be incorporated into the articles of association.