Trevi’s board of directors rejects Icop’s bid: ‘It is not in the shareholders’ best interests’

Trevi’s board of directors has unanimously rejected the OPS launched by Icop – the voluntary full public exchange offer for the shares, aimed at delisting the company. Trevi is one of the world’s leading companies in the special foundations and ground engineering sector. Icop Società Benefit is an Italian group also active in the special foundations, microtunnelling and ground engineering sectors, listed on Euronext Growth Milan. According to a statement, following a careful assessment of the available information and taking into account various factors, including the opinions issued by financial advisers, the board of directors considered the consideration to be financially inadequate and the offer not in the best interests of Trevi’s shareholders.

On 28 June, Icop announced a public takeover bid for Trevi. The bid, which was neither solicited nor agreed in advance with the company, provides for a consideration consisting solely of shares, amounting to 0.133 newly issued Icop ordinary shares for each Trevi share. The offer price is €4.163 per Trevi share, giving the transaction a total value of approximately €273 million. Icop’s business plan aims to create the world’s fourth-largest player in the groundworks engineering sector – an Italian leader that will capitalise on the know-how and technical expertise of both companies.

According to the Board of Directors, the consideration offered ‘in no way reflects the value of the company’. The Board notes that the rationale behind the offer is based to a significant extent on synergies that are uncertain and difficult to assess, and which are not adequately reflected in the consideration. The Board of Directors further notes that a significant portion of the projected benefits appears to stem from access to the international platform, commercial relationships, technical expertise and competitive positioning already developed by Trevi, whilst the actual incremental contribution resulting from the integration with Icop appears more difficult to assess. Furthermore, the consideration for the offer consists entirely of Icop shares, the value of which is subject to significant uncertainties.

On 29 July 2026, Webuild announced its decision to launch a voluntary all-cash takeover bid for all Trevi shares, offering 4.50 euros per share. The Trevi Board of Directors explains that the prospect of two competing offers, which differ in terms of the nature of the consideration, conditions for the offer to take effect and minimum thresholds, means that the outcome of the offers and any subsequent counter-bids cannot currently be predicted, and places the decision to accept the takeover bid in a context of heightened uncertainty.