Milan, 19 November 2025 – Today CIR and F2i reached a binding agreement for the sale to CIR of the 40.23% stake in KOS S.p.A. (“KOS”) held by F2i Healthcare S.p.A., a company 61.4% controlled by F2i (the “Transaction”).
The purchase price for the shares is €220.0 million. Prior to closing, KOS will distribute an extraordinary reserve of €24.86 million, of which €10.0 million will be attributable to F2i and the remainder to CIR.
The agreement further states that, should KOS exceed certain performance thresholds in 2026 and 2027 – set above the current business plan objectives – CIR will pay F2i an additional consideration (the “earn-out”), up to a maximum of €30.0 million.
The agreement also includes an “anti-embarrassment” clause, pursuant to which F2i will be entitled to receive an amount equivalent to 40.23% of the gains, with respect to the implicit valuation in the purchase price, arising from any extraordinary transaction carried out by CIR and involving KOS’ assets, with the exclusion of infragroup transactions. This entitlement will apply until 30 June 2028 in the event of a cash sale by CIR of KOS shares, or until 30 June 2027 in the case of other transactions.
The Transaction is subject to regulatory approvals, particularly those required under Italian Golden Power legislation and German antitrust rules and is expected to be completed within three months from today’s date.
The Transaction will be financed by CIR using part of its available liquidity, which amounted to €363.3 million as of 30 June 2025.
Upon completion of the Transaction, CIR will own 100% of the share capital of KOS S.p.A.
