ANTARES VISION INVESTS IN ARTIFICIAL INTELLIGENCE AGREEMENT SIGNED TO JOIN OROBIX
The company specializes in developing projects and solutions based on artificial intelligence for process automation and decision support. Antares Vision has signed an agreement to underwrite a capital increase of €3.25 million, which will allow it to acquire a 37.5% shareholding. This transaction is part of the investment plan which, in 2019, led to the acquisition of T2 software and FT System, a leader in inspection and control in the beverage sector.
Travagliato (BS), 26/11/2019 – Antares Vision continues to invest in technological innovation, with the aim to extend its range of services and solutions to corporate clients. Today, the company signed a contract to underwrite a capital increase of €3.25 million for the company itself, which will allow it to acquire a 37.5% participation in the capital of Orobix S.r.l. (Orobix), a company based in Bergamo operating in the field of artificial intelligence systems.
Founded in 2009 in Bergamo by management engineer Pietro Rota (Chief Executing Officer) and biomedical engineer Luca Antiga (Chief Technology Officer), Orobix develops projects and solutions based on artificial intelligence for process automation and decision support, mainly through the proprietary technological platform invariant.ai, used for the deployment and monitoring of AI systems. Orobix’s products are used in various sectors of the manufacturing and Life Science industries (pharmaceutical, diagnostic and biomedical).
As part of the investment transaction, Antares Vision will sign management agreements with Pietro Rota and Luca Antiga (the current administrators of Orobix), so that they can support the development project on which the agreement with Antares Vision is based, ensuring business management continuity.
In addition, Antares Vision will underwrite a shareholders’ agreement with the current partner of Orobix, Girolamo Initiatives S.r.l. (GI), aimed at regulating Orobix’s administration and consolidating its ownership structure. In particular, the shareholders’ agreement states that – in addition to a period (until 30 September 2025) during which the shareholders will be prohibited from disposing of their shareholdings with limited exceptions - for the benefit of Antares Vision (i) of “incremental” purchase options to be exercised within set time frames (for a period of three months starting from 30 June 2023 and from 30 June 2025, involving a total of 30% of the share capital of Orobix), (ii) of the purchase or sale options in the event of termination of the existing management relationship with Pietro Rota and Luca Antiga, as well as, respectively in favour of Pietro Rota and Luca Antiga (as shareholders of GI) and Antares Vision, a purchase option and a sale option to be exercised in the event that Pietro Rota and Luca Antiga should transfer the shareholdings they hold in GI. As a result of exercising the purchase options owned by Antares Vision, the shareholding in the share capital of the Antares Vision Group in Orobix could therefore increase even further until reaching the majority of the share capital and, in some cases, the entire share capital.
Finally, the shareholders’ agreement stipulates that, should Antares Vision acquire control of Orobix following the exercise of the “incremental” purchase options mentioned above, from 30 June 2025 and for a period of 15 months, GI will have the right to exchange itsshareholding in Orobix with a percentage of Antares Vision’s listed shares, the value of which will be determined on the basis of the average capitalisation of Antares Vision in the 3 months prior to exercising the exchange.
Subject to the fulfilment of certain conditions for underwriting the capital increase, the investment is expected to be made by 2019. The resources provided through the capital increase will be used to support the development plans, which are aimed at making Orobix one of the top leading AI Service Companies.
Orobix expects to generate revenues of approximately €1.5 million in 2019.
This transaction is not considered relevant for the purposes of Article 12 of the AIM Issuers’ Regulations, since none of the applicable materiality indices are above 25%.
The shareholding will allow Antares Vision to strengthen its position in smart data management thanks to the expertise gained by Orobix, which offers its solutions to companies that are leaders in their respective sectors. It will also be integrated with the R&D activities and the Innovation Center of Antares Vision.
This transaction is part of Antares Vision’s investment plan in technological innovation (for a total of about €64 million) which, in 2019, led to the acquisition of T2 software and FT System, a leader in inspection and control in the beverage sector.
Antares Vision was assisted in the transaction by Orsingher Ortu – Avvocati Associati (legal advisor) and Studio Claudio Marchese (financial and tax advisor).
‘Artificial intelligence systems play a central role in the digital transformation process of businesses,’ said Emidio Zorzella, President and CEO of Antares Vision. ‘Therefore, investing in a player that has succeeded in translating its skills into effective solutions applied to production was a strategic choice: in this way, we will be able to strengthen our offer for our corporate clients.’
Pietro Rota, Chief Executing Officer of Orobix, said: ‘With this transaction, Orobix’s efforts to become a benchmark company in the field of AI applied to processes continue and gain new momentum. Antares Vision is an ambitious, innovative and very solid partner. Our entire team, whom I would like to thank from the bottom of my heart, should be proud of the excellent result achieved and ready to face the new and exciting challenges ahead with courage and passion.’
About Antares Vision
Antares Vision guarantees the process of protecting products throughout their lifecycle, through the most comprehensive and scalable global solutions in Inspection Systems, Track & Trace and Smart Data Management for the most demanding industrial sectors such as pharmaceuticals, medical devices, food, beverage, cosmetics and fashion. With its products and services, Antares Vision reaches more than 60 countries worldwide with three Italian branches (Brescia, Parma, Latina), eight foreign branches (Germany, France, Ireland, USA, Brazil, India, Russia and Hong Kong), two Innovation Centers located in Italy and Ireland (Galway) and a worldwide network of more than 30 partners. With a 20 year experience in vision technologies, Antares Vision is the supplier of 10 of the world’s top 20 pharmaceutical companies: more than 25,000 inspection systems ensure every day product safety and quality, while over 2,500 serialization lines are installed all over the world to guarantee the tracking of more than 5 billion products across the whole supply chain. Antares Vision has been listed on the Italian Stock Exchange since April 2019 - the AIM Italia/ Alternative market segment is dedicated to dynamic and competitive SMEs. At the end of September 2019 Antares Vision acquired 100% of FT System, leader of the control and inspection in the beverage sector. Emidio Zorzella and Massimo Bonardi have been awarded with the Best Entrepreneur of The Year Award for innovation by Ernst & Young. www.antaresvision.com
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