ABC Company finalizes acquisition of 34% from Bonfiglioli Consulting

Milan, February 20, 2026 – ABC Company S.p.A. Benefit Corporation (“ABC Company” or the “Company” and, together with its subsidiaries, the “ABC Group”), a consulting firm and permanent capital vehicle listed on the professional segment of Euronext Growth Milan, announces that today it completed the transaction involving the acquisition of a 34% stake in the share capital of Bonfiglioli Consulting S.r.l. (“Bonfiglioli Consulting”), previously announced to the market on February 19, 2026 (the ’Transaction“).

Completion of the Transaction

The closing took place following the fulfillment of the conditions precedent set forth in the binding agreements signed between the parties.

In accordance with the agreements:

  • ABC Company acquired a stake representing 34% of the share capital of Bonfiglioli Consulting from the current shareholders;
  • a shareholders" agreement was formalized between ABC Company and Ghepard 2 S.r.l., a subsidiary controlled by Michele Bonfiglioli, aimed at governing the governance and administrative and property rights related to the stake held by the Company.

Following the closing, Ghepard 2 S.r.l. retains a 60% stake in BC’s share capital, while the remaining shares are held by management.

Consideration

The equity value of Bonfiglioli Consulting was determined at €13 million.

The consideration for the acquisition of the 34% stake was settled in accordance with the terms of the contractual agreements. In line with the structure of the Transaction, the current shareholders of Bonfiglioli Consulting will reinvest approximately 80% of the total proceeds received by subscribing to newly issued Class A Shares of ABC Company, as part of the capital increase approved on December 17, 2025.

An earn-out component is anticipated, subject to the achievement of specific economic and financial targets over the three-year period 2026–2028.

Governance

In accordance with the agreements, the Board of Directors of Bonfiglioli Consulting will consist of five members, two of whom will be appointed by ABC Company and three by the majority shareholder.

Strategic rationale and integration into the ABC Group

With the completion of the Transaction, ABC Company consolidates its path toward building an integrated platform of advisory and services for Italian industrial companies.

The acquisition of a stake in Bonfiglioli Consulting enables the ABC Group to:

  • integrate highly qualified industrial expertise in lean transformation, digitalization, and process optimization;
  • strengthen synergies between the Investment Division and the Advisory Division;
  • leverage operational complementarities with Global Strategy and its subsidiary Giotto Cellino SIM.

The transaction is consistent with ABC Company’s strategy of supporting Italian SMEs throughout their entire growth cycle, from operational optimization to access to capital and the structuring of extraordinary transactions.

About ABC Company

ABC Company S.p.A. – Società Benefit is a permanent capital vehicle listed on the Professional Segment of Euronext Growth Milan that invests in Italian SMEs, both directly and through the structuring of club deals, with both minority and majority stakes. The Company supports entrepreneurs and management in implementing growth projects and creating value over the medium to long term. The business model is structured around two complementary areas:

  • Investment Division, dedicated to promoting and structuring direct investment transactions, business combinations, and private deals, including in companies preparing for or already listed on the stock exchange;
  • Advisory Division, focused on strategic, financial, and industrial consulting for portfolio companies and third-party clients.

As a Benefit Corporation, ABC Company pursues, alongside its economic objectives, goals of common benefit, promoting the dissemination of financial literacy, sustainability, and models of responsible growth within the Italian business community.

Statements

Stefano Taioli, CEO of ABC Company, stated:

The partnership with Bonfiglioli Consulting represents a strategic step in ABC Company’s evolution. We are building an integrated platform that combines capital, strategic advisory, and industrial expertise, with the aim of supporting Italian SMEs not only in accessing financial resources and scaling up, but also in operational transformation and sustainable development over the medium to long term. It is precisely this integration of finance, industry, and entrepreneurial experience that constitutes the distinctive element of our model.

Michele Bonfiglioli, CEO of Bonfiglioli Consulting, stated:

The entry of ABC Company represents a concrete acceleration of our journey for Bonfiglioli Consulting. In recent years, we have invested in expertise, innovation, and international presence, consolidating a consulting model strongly focused on execution. This partnership lays the groundwork for a further leap in scale, strengthening our ability to support companies in their operational transformation and development on global markets. Aligning with a long-term partner like ABC Company allows us to approach the next phase of growth with greater ambition and solidity.