COMPLETION OF DUE DILIGENCE PROGRAM BETWEEN ITWAY AND COGNOSEC AB

COMPLETION OF DUE DILIGENCE PROGRAM BETWEEN ITWAY AND COGNOSEC AB

 ITWAY HAS NOT RECEIVED THE EURO 1.5 MILLION PAYMENT OWED BY MATICMIND S.P.A. ON APRIL 30, 2018

Ravenna, May 9, 2018 – Itway S.p.A. (“Itway”), a company listed in the Star segment of Borsa Italiana and active in the IT industry, announced that the Legal, Financial and Technological Due Diligence exercises undertaken by Cognosec AB (“Cognosec”) in 4th April for the acquisition of 100% of the two Itway subsidiaries, ITWAY HELLAS S.A. and ITWAY TURKYIE LTD, operating respectively in Greece and Turkey as a Value Added Distributor of Cybersecurity products and services, is being finalized and prepared for ascension to the board of Cognosec for approval.

The two Itway subsidiaries show an aggregate turnover of € 26 million in 2017 with and EBITDA of €1.9 million. Cognosec AB, listed on the Nasdaq (Nasdaq:COGS, OTCQX-Nasdaq Intl. Designation: CYBNY), is a leading Cyber Security solutions provider that operates in nine countries around the world. The companies have therefore initiated formal activities for the definition of a binding Share Sale and Purchase Agreement with the objective to have it fully executed, as previously stated in 30 June, 2018. Ken Lipton, MD of UC Capital , Senior Advisor to Cognosec, said: “ I am deeply impressed by the quality of the operations of both Itway Hellas SA and Itway Turkyie Ltd and we are all looking forward to working closely together now and hopefully, long into the future and for many years to come”.

Furthermore, ITWAY S.p.A. (Itway) announces that it has not received payment of Euro 1.5 million owed by April 30, 2018 by MATICMIND S.p.A. (Maticmind).

Still pending some accounting checks started by Maticmind at the outcome of the purchase of 100% of Business-E S.p.A. (BE) (a company previously controlled by Itway), Maticmind omitted to pay the Euro 1.5 million tranche owed to Itway on April 30, 2018, pursuant to the sale and purchase agreement signed by Itway and Maticmind for previously mentioned sale transaction of BE. The transaction, which closed on November 8, 2017 – foresaw an overall consideration of € 12,335,526 in part to be paid by Maticmind in deferred installments until November 8, 2018. To date Maticmind has paid Itway a total of €7,961,314.

Founded in Ravenna on July 4, 1996, Itway S.p.A. is the parent of a group that operates in the IT sector through
the planning, production and distribution of technologies and solutions in the cyber security, cloud computing and
big data sectors. For over 20 years the group has been a reference point in the market of digital transformation solutions and services. Since 2001, Itway has been listed on the STAR segment of Borsa Italiana.
www.itway.com

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