Below is the press release, available in PDF format.
- APPROVAL OF THE ACQUISITION OF 100% OF LANDS, THE HOLDING COMPANY OF A GROUP OF SIX OPERATING COMPANIES SPECIALIZING IN MARITIME AUXILIARY SERVICES (CUSTOMS OPERATIONS, SHIPPING AGENCY SERVICES AND RELATED ACTIVITIES)
- BINDING SHARE PURCHASE AGREEMENT EXECUTED. CLOSING EXPECTED TO TAKE PLACE IN SEPTEMBER 2026
- RT&L STRENGTHENS ITS COMPETITIVE POSITION IN CUSTOMS BROKERAGE, EXPANDS ITS MARKET FOOTPRINT ACROSS THE PORTS OF SAVONA, LA SPEZIA AND LIVORNO AND AT PISA AIRPORT, PROVIDING ACCESS TO APPROXIMATELY 75% OF ITALY’S FREIGHT TRAFFIC
- IN 2025, THE LANDS GROUP RECORDED REVENUES OF APPROXIMATELY €16 MILLION, EBITDA OF APPROXIMATELY €1.1 MILLION AND A POSITIVE NET FINANCIAL POSITION OF APPROXIMATELY €3 MILLION
- THE CURRENT MANAGEMENT TEAM WILL REMAIN ACTIVELY INVOLVED IN THE DEVELOPMENT OF THE GROUP, ENSURING FULL MANAGEMENT CONTINUITY
- THE TRANSACTION CONSTITUTES A REVERSE TAKEOVER UNDER ARTICLE 14 OF THE EURONEXT GROWTH MILAN ISSUERS’ REGULATIONS
- THE CERTIFICATIONS REQUIRED UNDER SCHEDULE SEVEN OF THE EURONEXT GROWTH MILAN ISSUERS’ REGULATION AND THE CERTIFICATIONS REQUIRED FROM THE EURONEXT GROWTH ADVISOR PURSUANT TO SCHEDULE FOUR OF THE EURONEXT GROWTH ADVISOR REGULATION HAVE BEEN ISSUED
Genoa, 31 July 2026
RT&L S.p.A. (“RT&L” or the “Company“), the parent company of the RT&L Group, a provider of global logistics services with a strong presence in strategic markets and a comprehensive portfolio of integrated freight forwarding and customs brokerage solutions, listed on Euronext Growth Milan, announces that it has entered into a binding agreement for the acquisition of 100% of the share capital of LandS S.r.l. (“LandS“), an Italian holding company heading a group of six companies specialised in maritime auxiliary services (the “LandS Group“).
As of 31 December 2025, the LandS Group employed approximately 85 people and generated revenues of approximately €16 million and EBITDA of approximately €1.1 million, with a net financial position of approximately €3 million (cash positive).
The transaction consideration is based on an Enterprise Value of €7 million, plus an adjustment reflecting the Net Financial Position (“NFP”) estimated on the basis of historical data. A price adjustment mechanism will subsequently apply based on the actual NFP at closing, with a €150 thousand threshold agreed between the parties. Any variation in the NFP — whether positive or negative compared to the estimates — exceeding such threshold will result in the corresponding payment or reimbursement of the excess amount between the parties.
The purchase price has therefore been determined based on a multiple of 6X the EBITDA of the Target Group, a valuation that is below the trading multiples expressed by RT&L, further confirming the attractive terms and quality of the transaction.
The transfer of the shareholding, which will take place no later than 30 September 2026, remains subject to the approval of RT&L’s Shareholders’ Meeting, pursuant to Article 14 of the Euronext Growth Milan Issuers’ Regulation governing reverse take-over transactions.
“Through the acquisition of LandS, we are giving concrete execution to the M&A strategy announced at the time of our listing, further consolidating the Group’s presence across the main ports of the Northern Tyrrhenian area,” commented Roberto Bizzarri, CEO of RT&L: “This transaction represents a key milestone in RT&L’s growth journey and strengthens our ambition to build one of Italy’s leading independent groups in the customs services sector, through a high-profile industrial agreement aimed at creating long-term value for shareholders. Our growth model is the same successfully adopted with P&A Spedizioni: identifying companies of excellence, preserving their identity and enhancing the contribution of the entrepreneurs who built them. We are convinced that managerial continuity is a key factor in ensuring an effective integration process, fostering the development of expertise and accelerating value creation for the Group.”
The integration of LandS expands RT&L’s geographical coverage to the port hubs of Savona-Vado, La Spezia and Livorno, as well as Pisa Airport (currently not served by the subsidiary P&A Spedizioni S.r.l.), while further strengthening its positioning in the strategic logistics hubs of Genoa and the Rivalta Scrivia freight village.
The transaction enriches the Group’s offering with highly complementary expertise across maritime activities — from customs operations and international freight forwarding to port forwarding, maritime agency and brokerage services — further consolidating the customs business line and enabling the Group to address approximately 75% of Italy’s national freight traffic.
A key element of the transaction is managerial continuity: the sellers will remain actively involved in the management and development of the LandS Group, ensuring the preservation of its business expertise and a full alignment of interests over the long term.
The transaction is expected to generate significant synergies with the subsidiary P&A in the provision of customs and port gate services, leveraging the companies’ strong specialisation and recognised professional expertise, with important cross-selling opportunities.
Gerardo Ghiliotto, Chairman of LandS, commented: “We carefully analysed RT&L’s industrial project, which immediately convinced us due to its realistic and sustainable objectives, as well as the strong alignment in terms of values and long-term vision in the way we conduct our business. LandS’s history, its solid reputation built on a tailor-made service approach, the relationships developed over the years with customers and partners and, above all, the value of our people are all elements that will be further enhanced in the future. We are pleased that this transaction ensures managerial continuity: the current ownership will remain fully involved in the management, providing stability and supporting the integration and development process. LandS’s expertise is highly complementary to RT&L’s capabilities. We are convinced that this integration will enable the development of new synergies, the expansion of the service offering and the creation of further commercial opportunities for both companies. This transaction does not represent an end point, but rather the beginning of a shared journey based on professionalism, reliability and attention to people. Together, we will be able to accelerate growth, address new challenges and create value for customers, employees and shareholders.”
The transaction will be supported by financing provided by Anthilia Capital Partners SGR S.p.A., which has positively resolved on the granting of a loan facility for a total amount of €10 million.
As part of the approval of the transaction by the Board of Directors on today’s date, the 2026–2032 Business Plan was also approved. The Business Plan confirms the ability of the Integrated Group to generate operating cash flow, enabling it both to meet its financial debt repayment priorities and to preserve operating margins in order to support future investments.
At the same meeting, the Board of Directors approved the draft Information Document, required as the transaction qualifies as a reverse take-over pursuant to Article 14 of the Euronext Growth Milan Issuers’ Regulation, as two of the relevance indicators set out in Schedule Three of the same Regulation — specifically the revenue relevance indicator and the EBITDA relevance indicator — exceed the 100% threshold.
The Information Document will be filed and made available to the public both at the registered office of RT&L S.p.A., in Genoa, Via Bacigalupo 4/6, and on the Company’s website www.rtlproject.com, in the section Investor Relations > Reverse Take-over Transaction.>
In this regard, it is hereby announced that, also on today’s date, the certifications required under Schedule Seven, Parts I and II of the Euronext Growth Milan Issuers’ Regulation have been issued to Borsa Italiana S.p.A. by the Issuer, while the certifications required under Schedule Four, Parts I and II of the Euronext Growth Advisor Regulation have been issued by Integrae SIM S.p.A.
The Board of Directors has therefore resolved to convene the Shareholders’ Meeting, in ordinary session and on a single call basis, on 8 September 2026, to submit the approval of the transaction to the Shareholders’ Meeting. The notice of call, containing details on the venue and time of the Shareholders’ Meeting, together with the relevant supporting documentation, will be published in accordance with the applicable laws and regulations and will be made available on the Company’s website www.rtlproject.com in the section Investor Relations > Shareholders’ Meeting, as well as on Borsa Italiana’s website www.borsaitaliana.it, section Shares > Documents.>>
The transaction was supported by a team of leading advisors. The Issuer was assisted by MG LAW Studio Legale for legal advisory, EY S.p.A. for financial advisory, Studio Piana Illuzzi Queirolo Trabattoni for tax advisory, and Avv. Andrea Schenone and Dott. Michele Tixi for payroll advisory. The selling party was assisted by VSL Club as financial advisor, Pedersoli Gattai for legal advisory, and Studio Murialdo for tax, financial and payroll advisory.
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For the dissemination of regulated information, the Issuer uses the 1INFO dissemination system (www.1info.it) managed by Computershare S.p.A., with registered office in Via Lorenzo Mascheroni 19, Milan.
>This press release is available on the website www.rtlproject.com, Investor Relations section > Press Releases and on www.1info.it.
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RT&L S.p.A. is the Italian company at the head of the RT&L Group, specialising in international logistics and freight forwarding solutions, with an established presence across the main strategic global markets. The Group provides customised services for the management of goods and complex projects, ensuring a flexible and high value-added approach. The Group’s activities are organised into three main Business Lines: Customs Brokerage, Project Cargo & Chartering, and General Cargo. In the 2025 financial year, on a pro forma basis, the Group generated a Value of Production of Euro 10.6 million and an EBITDA of Euro 2.7 million. Net Financial Position was cash positive at Euro 5.3 million, while Shareholders’ Equity amounted to Euro 14 million.
Contacts
Issuer
RT&L | Investor Relations Manager | Eleonora Bonifazio | investor.relations@rtlproject.com | T: 010 4717199 | via Bacigalupo 4, 16122 Genova, Italy
Euronext Growth Advisor & Specialist
Integrae SIM | info@integraesim.it | T: +39 02 80506160 | Piazza Castello 24, 20121 Milano
