USCO – ITM

MN-55046

USCO S.p.A. (**USCO**), an Italian company headquartered in Modena, proposes to acquire 100% of the issued shares in Italtractor ITM S.p.A. (**ITM**) from Titan ITM Holding S.p.A. (a 75% shareholder) and Titan Europe Limited (a 25% shareholder), together with one share in ITM’s Indian subsidiary, ITM Undercarriage Solutions (India) Private Limited, under a sale and purchase agreement dated 21 September 2026 (the **Acquisition**). If the Acquisition completes, USCO would indirectly acquire all of ITM’s subsidiaries, including ITM Mining Pty Limited, ITM’s only Australian entity. USCO (the acquirer) is the operating and parent company of the USCO Group, which designs, manufactures and distributes spare parts for earthmoving machinery, including undercarriage components (track chains, rollers, shoes, sprockets and idlers), ground engaging tools, repair parts and, through its subsidiary Payload Industries Pty Ltd, mining truck bodies and large mining excavator buckets. In Australia, USCO’s presence in the undercarriage components market is operated primarily through its Australian entities ITR Pacific Pty Ltd and Tilly’s Crawler Parts Pty Ltd and, to a lesser extent, through its South Korean manufacturing company ITR Industries Ltd, each of which supply undercarriage components to customers Australia-wide, principally in the aftermarket segment. ITM (the target) designs, manufactures and distributes undercarriage components (track chains, rollers, shoes, sprockets, segments and idlers) and complete undercarriage solutions (track frames and side frames) for tracked machines used in construction, mining, agriculture, forestry and road building. In Australia, ITM distributes undercarriage components and provides related services such as track shoe regrousing, component rebuilding and frame refurbishment, together with undercarriage monitoring solutions. Both USCO and ITM manufacture and supply undercarriage components for tracked heavy machinery, serving the mining, construction, agriculture and other sectors, with corresponding market positions internationally. In Australia, ITM and USCO focus primarily on the aftermarket segment.