Milan, 1 July 2026. DHH S.p.A. (DHH.MI) (ISIN shares IT0005203622 | ISIN warrants IT0005645541) (“DHH” or “Company”), following the press releases dated May 20, 2026, and May 22, 2026 – to which readers are referred for detailed information regarding the terms and conditions of the irrevocable offer submitted by the Company for the acquisition of Perimeter B.1 of the Tessellis Group (“Original Offer”) and the subsequent supplementary letter dated May 15, 2026 (“Supplementary Letter”) – announces the following.
On June 24, 2026, Tiscali Italia S.p.A. (“Tiscali”) and GO Internet S.p.A. (“GO Internet”) submitted a request to DHH to restore the structure and payment terms set forth in the Original Offer – namely, the full payment of the total price of Euro 4.200.000,00 (four million two hundred thousand/00) upon transfer – in place of the structure involving a Base Price and Earn-Out introduced by the Supplementary Letter. This request was made with a view to better satisfying the creditors and to ensure certainty regarding payment of the price, so as to enable the Court of Cagliari, following the hearing on July 10, 2026, to issue an order waiving the joint and several liability regime provided for in Article 2560, paragraph 2, of the Italian Civil Code.
With reference to the above, DHH has announced today that it is willing to accept the aforementioned request, confirming the reinstatement of the structure and payment terms regarding the consideration set out in the Original Offer. All other provisions, terms, and conditions of the Original Offer, as amended by the Supplementary Letter, remain in full force and effect.
In this regard, it should be noted that on June 12, 2026, Tessellis S.p.A. (“Tessellis”), Tiscali, and GO Internet filed an appeal pursuant to Article 22, paragraph 1, subparagraph d), of the Italian Civil Code with the Court of Cagliari, seeking authorization to transfer the B2B business unit (including GO Internet’s equity interest in X-Stream S.r.l.) to DHH, with a waiver of the joint and several liability regime provided for in Article 2560, paragraph 2, of the Italian Civil Code – a circumstance that constitutes one of the conditions precedent to the completion of the transaction. The Court of Cagliari has scheduled the hearing for the parties’ appearance and the discussion of the appeal for July 10, 2026.
For further information regarding the terms and conditions of the transaction, please refer to the press releases dated May 20, 2026, and May 22, 2026.