Signed frame agreement for the acquisition of Lucos Alternative Energies SpA for € 4.55 million 
 
·                Lucos is active public and private energy efficiency through ESCO services and  Management of Energy Efficiency Certificates 
·               Expected option to buy the remaining stake of 30% by TerniEnergia to be performed from June 1st 2014. 

TerniEnergia S.p.A.,a company active in the renewable Energy field and listed on Star Segment of Borsa Italiana signed a Frame Agreement with Lamse S.p.A., Lofin S.r.l., Angelo Casolaro, Andrea Marano and Raffaele Maria Mellone (current members) for the acquisition of a 70% stake of the share capital of Alternative Energies Lucos SpA, according to the below described manner:

  1. Capital Increase of Alternative Energies Lucos SpA by payment amount, with the exclusion of pre-emption right pursuant to Article 2441, fifth paragraph, of the Civil Code, for a total amount of Euro 2.5 million, to be made by issuing n . 348,675 new shares with a nominal value of Euro 1.00 each at a subscription price of Euro 7.17 for each new share to be reserved for subscription by TerniEnergia SpA This capital increase is divided into two tranches, of Euro 1 million for the first and Euro 1.5 million the second;
  2. Parallel acquisition by TerniEnergia, of a total quantity of 339,432 Lucos shares, for a an amount equal to of Euro 2.43 million. TerniEnergia will transfer to current members 281,101 own shares  for a unit value equal to the average price recorded in the 5 trading days of Borsa preceding the date of execution (Enhancement). On that date TerniEnergia shall pay to current members a cash amount equal to the difference between the price of the Shares and Enhancement of TerniEnergia’ shares. Downstream of the signing of the first tranche of the capital increase and of such sale of shares, which presumably will be completed within October 2011, TerniEnergia will own approximately 62% of the Shares Lucos Alternative Energies. This percentage will increase to 70% once that TerniEnergia will sign the second tranche of the capital increase, within June 30th, 2012;
  3. Option “Put and Call” to purchase the remaining 30% to be exercised for cash within the year 2014.

The basic price set out for the Operation amounted to Euro 4.2 million, to which a control premium equal to 8.33% for a price of 100% of the company acquisition amounted to Euro 4.55 million, is to be added. The contract also provides a mechanism of “earn out”; enhanced by a consolidated EBITDA 2013 by applying a multiple of 5.5 x neto of NFP.
Lucos Alternative Energies, with a specialized sales network and focused on key regions of central and northern Italy and with a dedicated engineering structure, is active (directly and through its subsidiaries) in the field of energy efficiency through public and private counterparts, through the provision of services Energy Saving Company (ESCO). As at December 31st, 2010 the Group achieved a turnover of Euro 1.7 million, EBITDA equal to Euro 1.1 million and a net profit equal to Euro 0.4 million.
In the field of energy efficiency, Lucos Alternative Energies has developed, among others, energy saving measures in public lighting in several Italian municipalities, and created covenants and partnerships with operators and suppliers of the sector to access selected projects and public and private medium-large importance call for bids. The company also developed a specific know-how and a “pipeline” of replicable projects.
Lucos Alternative Energies, holds:

  1. A share of 70% of the share capital of LytEnergy S.r.l., which is active in Energy Efficiency for Public Lighting:
  2. A share of 50% in the company Enerflus Srl, operating in the management of Energy Efficiency Certificates (TEE).

Lucos Alternative Energies capital increase is designed to strengthen the company’s financial allocations in order to realize investment in energy efficiency projects.
The frame agreement provides TerniEnergia the right to exercise a purchase option of the remaining 30% stake of Lucos Alternative Energies share capital from June 1st 2014 and by the deadline of June 30th , 2014 (Option Call).
In case of failure to exercise the call option, the frame agreement provides the right for current shareholders to sell the remaining share of 30% of the share capital of Lucos Alternative Energies to TerniEnergia (Put Option) within 30° day after expiration of the Option Call.
The company’s governance will be ensured through the appointment of a General Manager, with powers of ordinary management, including the power to conclude trade agreements on energy efficiency, and the appointment of a special prosecutor to carry out activities related to the development of the company.
The CEO of Lucos Alternative Energies, Dr. Maria Raffaele Mellone, stated:
“This transaction allow us to finalize an industrial partnership with an operator, such as TerniEnergia, which has already established itself in a position of leadership in photovoltaic sector with industrial size and skills necessary to support Lucos Alternative Energies’s development. The transaction allows us to look with more ambitions at the energy efficiency field, in which Lucos has strongly believed and on which the company business activity has been focused since 2008, considering it then as today as the highest development potential”. 
The Chairman and CEO of TerniEnergia, prof. Stefano Neri, commented as follows:
“The new strategy undertaken by TerniEnergia intends to anticipate in the year 2011 the claim in one of the most promising business diversification, by introducing the energy efficiency trend in the growth path of the company. Thanks to this integration approach with the traditional industrial activities managed by TerniEnergia, it will be possible to optimize business and production flows of the two companies, creating value and financial opportunities in the market for sustainable management of industrial cycles and public lighting. Through this partnership, we aim to contribute to a significant acceleration of Lucos Alternative Energie’s activity, bringing competitive advantages arising from our significant industrial dimension, from relationships with potential industrial customers and technological expertise”. 
TerniEnergia and Lucos were assisted by EnVent, as a financial advisor of the operation. Lawyer Francesca Ricci and the law firm Labruna Mazziotti Segni assested respectively TerniEnergia and Lucos Alternative Energies and its current members as legal advisor.