Bigben Interactive announces the signing of a share purchase agreement subject to conditions precedent relating to the transfer of its subsidiary Bigben Connected

Lesquin, 21 July 2026, 6:00 pm

Bigben Interactive announces the signing of a
share purchase agreement subject to conditions precedent
relating to the transfer of its subsidiary Bigben Connected

Lesquin, 21 July 2026 – Bigben Interactive (ISIN FR0000074072) (the “Company”) today announces the signing of a share purchase agreement subject to conditions precedent (the “SPA”) relating to the transfer of the entire share capital and voting rights of its subsidiary Bigben Connected to Modelabs (the “Transfer”).

As a reminder, Bigben Connected specializes in the design and sale of mobile accessories, in particular under the Force® brand, as well as connected devices. Modelabs is a leading distributor of mobility products in France.

Modelabs and Bigben Connected operate in complementary segments of the sector’s value chain — Modelabs in handset distribution, Bigben Connected in the design and sale of accessories. This combination is intended to create a major integrated French player covering the entire value chain.

As a reminder, as part of the conciliation proceedings opened for the benefit of the Company by judgment of the Lille Métropole Commercial Court on 4 March 2026 (the “Conciliation Proceedings”), the Company initiated a process to review strategic options regarding its asset portfolio, with the aim of strengthening its financial structure while continuing discussions with its financial creditors in order to reach a favourable outcome for the restructuring of the Company’s debt. The Transfer of Bigben Connected forms part of this overall restructuring process.

The completion of the Transfer remains subject to the fulfilment of the following conditions precedent:

• obtaining approval for the completion of the Transfer by the French Competition Authority; and
• the court approval of a conciliation agreement by a judgment of the Lille Métropole Commercial Court, against which no further appeals remain pending, or, failing that, if the Company is subject to accelerated safeguard proceedings, the adoption of an accelerated safeguard plan or the obtaining of an order from the supervising judge authorising the completion of the Transfer, against which no further appeals remain pending.

The Company will keep the market informed of the fulfilment of the aforementioned conditions precedent, the satisfaction of which is expected in autumn 2026, and, where applicable, of the completion of the Transfer.

The Transfer price will be finally determined upon completion of the Transfer based, in particular, on the amount of Bigben Connected’s equity at that date. It will not cover the entire amount of the Company’s financial debt and financing requirements (estimated to date at approximately €68 million, excluding bank guarantees). The Company is therefore continuing negotiations to reach an agreement with its creditors as part of its Conciliation Proceedings, which expire on 4 August 2026.

The Social and Economic Committee of Bigben Connected has issued a favourable opinion on the Transfer as part of the information and consultation procedure pursuant to Article L. 2312-8 of the French Labour Code.

Furthermore, the Company’s Board of Directors, having authorised the signing of the SPA, unanimously considered that, having regard in particular to (i) the financial terms of the Transfer, (ii) Modelabs’ stated intention not to significantly reduce the number of employees of Bigben Connected, and (iii) the complementarity of the respective activities of Modelabs and Bigben Connected, this Transfer was in the interest of the Company (and of Bigben Connected), its employees and its shareholders.

The Company will keep the market informed of the progress of discussions with its principal creditors as part of the ongoing Conciliation Proceedings.

Attachment

• Bigben- CP 21.07.2026 – Bigben Connected English