Milan Stock Exchange

EGM under the microscope: Metriks.Ai and the many players involved in the TradeLab operation

The artificial intelligence firm is aiming for a 51 per cent stake, but a group of TradeLab shareholders representing 58.71 per cent are opposed. What role does Mare Engineering play?

 REUTERS/Daniele Mascolo/File Photo REUTERS

6' min read

Translated by AI
Versione italiana

6' min read

Translated by AI
Versione italiana

Mission impossible? Metriks.Ai, one of the few companies listed in Italia (on Euronext Growth Milan) whose ‘core business’ is genuinely centred on artificial intelligence, has launched a public exchange offer for TradeLab, its ‘quasi-twin listing’ as the two companies’ market debuts took place just one day apart (29 May 2025 for TradeLab and 30 May for Metriks.Ai). And both have benefited from the ‘Quota Lombardia’ bonus intended for SMEs that list on the stock exchange whilst having their headquarters in the region.

The problem, however, is that this offer is already facing a considerable uphill struggle. Not so much because – as is generally the case with unsolicited bids – the consideration is not deemed fair by TradeLab’s management, but above all because a group of TradeLab shareholders holding a combined 58.71 per cent of the share capital has undertaken not to accept the bid. The offer has a minimum threshold requirement of 51 per cent of the share capital and, moreover, is aimed at delisting TradeLab. Nor would acceptance of the offer by Mare Engineering, which holds 22.39 per cent of TradeLab’s share capital and which, by 15 November, is due to sell its stake to Metriks, be of much use.Metriks holds 95 per cent of Workgroup Srl, a company active in the development of software platforms and digital solutions for businesses.

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The role of Mare Engineering

The purchase price for Workgroup Srl will be 7 million in cash and 1 million in Metriks.Newly issued Metriks.Ai shares (valued at 4.5 euros each; the share price currently stands at around 3.2 euros) and as many as 10.9 million Metriks.Ai bonds maturing on 30 June 2028, which may, of course, be converted or redeemed in cash. Therefore, in any case, Mare Engineering (which recently announced its intention to relist on Euronext Milan – preferably in the Star segment – within 12 months) will become a shareholder in Metriks.Ai.

If the name Mare Engineering rings a bell in relation to a public offer, it is because the company was at the centre of what has so far been the most hotly contested takeover bid (albeit a cash bid) on Euronext Growth Milan: the attempt to take over Eles. After various spats and repeated counter-bids, neither of the two contenders for control of Eles ‘won’: neither the former controlling shareholders nor Mare Engineering. Eles is now owned by a private equity group that subsequently came under the umbrella of Equita and was, in any case, delisted on 24 April 2026. Mare Engineering, however, by ultimately accepting the bid for Eles launched by Xenon Aifm Sa, realised a capital gain of approximately 5.6 million, which it was able to use for its external growth strategy.

The synergies between Metriks.Ai and TradeLab have not yet been quantified

On paper, the Metriks.Ai share offer (0.667 newly issued Metriks.Ai for every TradeLab share tendered to the offer) certainly makes sense: TradeLab operates in the business analytics and consultancy sector and has proprietary digital platforms (Tool and Knowledge Hub) that enable it to cover the entire value chain required to support client companies’ decision-making processes.

In particular, according to Metriks.Ai, the acquisition of TradeLab would bring distinctive expertise in business data analysis, ‘retail intelligence’ (analysis of retail operator data) and strategic consultancy. However, no ‘due diligence’ has been carried out on TradeLab and, consequently, the synergies expected from the merger have not been precisely quantified, even though, in terms of revenue, they essentially consist of “cross-selling” of the two groups’ products and services and, in terms of costs, the sharing of technological infrastructure and investment in research and development, as well as (but only in the event of TradeLab’s delisting) a reduction in the costs associated with its status as a listed company.

Naturally, TradeLab’s management, in deeming Metriks.Ai’s takeover bid inadequate, highlighted precisely the failure to quantify the achievable synergies or their potential timeframe. Metriks.Ai has emphasised that it does not foresee any negative impact on employment levels at TradeLab and that it intends to ensure business continuity, but, in this case too, no specific business plans have been drawn up.

Metriks.Ai’s revenue and margins have surged by over 50 per cent thanks to acquisitions

Whether this takeover bid will result in a battle similar to that between Mare Engineering and Eles (and now, on Euronext Milan, also between Icop and Webuild for control of Trevifin), or whether the required acceptance quorum will simply not be met, remains to be seen. In the meantime, it is worth noting that Metriks.Ai closed the first half of 2026 with very impressive results, with revenue jumping by 53 per cent to 5.6 million, whilst EBITDA reached 1.6 million (+66 per cent), EBIT at 1.03 million (+50.1 per cent) and net profit at 470,000 euros (+30.9 per cent, with the tax rate rising from 36 per cent to 39.9 per cent). It should be noted that this strong growth is largely due to the consolidation, for the entire half-year, of Fconn Srl and Polo Informatico Srl (acquired in February 2025) and Fanizza Group Srl, Appare Srl and Systema Srl (acquired in November 2025).

In fact, Metriks.Ai positions itself as a hub and, in addition to the already planned acquisition of Workgroup Srl from Mare Engineering, intends to carry out further acquisitions (as well as, of course, that of TradeLab, should it go ahead), with the aim of doubling its current size. In the first half of 2026, TradeLab saw its revenue rise by 3.9% to 2.2 million (+9.9% to 3.2 million when including changes in contract work in progress); EBITDA jumped by 48.1 per cent to 460,000 euros, but, due to depreciation and amortisation rising from 192,000 to 521,000 euros, the company moved from an operating profit of 119,000 euros to an operating loss of 61,000 euros and from a net profit of 105,000 euros to a net loss of 73,000 euros. Moreover, the sharp rise in depreciation and amortisation is due, amongst other things, to the Delfi.Ai platform, which was acquired by Mare Engineering through the purchase of a business unit specialising in artificial intelligence, market analysis and the management of public and private tenders.

As at 30 June 2026, both Metriks.Ai and TradeLab had net liquidity

From a financial perspective, as at 30 June 2026, Metriks.Ai had net cash of 1.02 million (and TradeLab had 431,000 euros). On 24 July, however, 518,000 euros were paid for the acquisition of Teuron Srl (a software house based in Calenzano and an official Odoo partner, which developed Ecodoo, a cloud-native management solution designed for companies operating in waste management and the circular economy).

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This is a provisional price; the maximum value is 1.6 million, with the difference compared to the sum already paid to be settled with 60 per cent in Metriks.Ai shares, and add-ons will be possible in 2027 and 2028 based on Teuron Srl’s revenue. Then, of course, there will be a cash payment of 1 million for 95 per cent of Workgroup Srl (for the remaining 5 per cent not held by Mare Engineering, the consideration to the former shareholders, amounting to 1.1 million, will be in newly issued Metriks.Ai, newly issued and valued at 4.5 euros each).

Partnerships and external growth remain central to Metriks.Ai’s future

The payment for the acquisition of a small stake (a maximum of 6.7 per cent, at a cost of 150,000 euros to be paid by 1 March 2027, half of which has already been paid) is, however, entirely in cash, albeit for a modest sum in EdiBeez Srl, the publisher of the online publications BeBeez and BeBeez International, which focus on the private capital market, with the aim of promoting the development, evolution and maintenance of the BeBeez Private Data platform as an AI-native solution within the proprietary Metriks Suite platform.

Furthermore, Metriks.Ai and the ‘data company’ Sevendata have signed a three-year strategic agreement to create a unified and certified database on Italian SMEs, integrated into the proprietary Metriks Suite platform, and has recently obtained the licence pursuant to Article 134 of the Consolidated Law on Public Security, which authorises it to operate fully in the commercial information sector, thereby consolidating its position as a leading partner for market intelligence and strategic data analysis.

The bottom line is this: Metriks.Ai has certainly demonstrated its ability to grow through external expansion to date, and integration with TradeLab would make sense from an industrial perspective. However, as we have seen, whether the deal will actually go through is far from certain; on the other hand, at present, public offers involving a share swap – as is currently the case with Icop–Trevifin – are rarely favoured over those involving an entirely ‘cash’ consideration, which, moreover, Metriks.Ai would find difficult to implement for large sums.

In any case, Metriks.Ai (whose free float is currently very low, at 6.91 per cent of the share capital, and which would naturally benefit from ‘stock-for-stock’ acquisitions) following the completion of the TradeLab transaction would find itself within the orbit of another, significantly larger group which has so far pursued an aggressive strategy of external growth, such as Mare Engineering. It is true that the latter has stated its intention to specialise in the Aerospace & Defence sector (as evidenced by the recent acquisitions of Ctmavio Srl and Gmspazio Srl), and that it is precisely for this reason that it has decided to sell Workgroup Srl to Metriks.Ai. However, there is no need to emphasise that the artificial intelligence sector, in which Metriks.Ai operates, is currently one of the most strategic and rapidly developing sectors worldwide. We shall see.

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