Making Science Announces Sale of its Cloud and Cybersecurity Unit to Lutech

Making Science Group, S.A. (BME Growth: MAKS) (“Making Science”), a leading digital marketing and technology consulting firm, and Lutech S.p.A. (“Lutech”), a digital leader headquartered in Italy, announced today that they have entered into an agreement pursuant to which Making Science will sell its Cloud and Cybersecurity business unit in Spain to Lutech.

The transaction enables Making Science to concentrate its resources on consolidating its leadership in its core digital marketing, AdTech, and artificial intelligence segments.

For Lutech, the acquisition represents a new strategic expansion of its presence in the Spanish market and an enhancement of its service portfolio with a team of highly specialized professionals.

TRANSACTION OVERVIEW AND RATIONALE

The transaction will be effected by the sale and purchase of Making Science’s legal entities in Spain that operate in the cloud infrastructure, enterprise software development, and cybersecurity services segments.

The consideration payable under the transaction is a maximum of €26 million and consists of an upfront payment plus an additional payment to be paid in the first half of 2026, based on actual 2025 EBITDA.

Closing of the transaction, expected in Q4 2025, is subject to foreign direct investment approval in Spain and the fulfillment of customary conditions precedent for this type of transaction.

For Making Science, the divestment allows the company to focus its resources and management capabilities on its core business units: Digital Marketing Services, AdTech, and RAISING (its Artificial Intelligence technology division). These are the segments where the company has developed distinct competitive advantages and holds the greatest opportunities to become a global leader in both categories, maximizing international expansion and value creation.

For Lutech, this acquisition is another significant step in its international growth strategy. It establishes a strong foothold in the Spanish market, incorporating a talented team with a proven track record and a solid client base which further strengthens the presence of Lutech in Spain with Lutech Sapimsa and Cimworks. The addition of this unit strengthens Lutech's capabilities in high-demand areas such as cloud services, custom software, and cybersecurity, enhancing its offering for clients across Europe.

Lutech was advised by PCB Partners, DLA Piper and EY. Making Science was advised by GP Bullhound and Gómez-Acebo & Pombo.

A CONTINUED PARTNERSHIP

The transaction is structured to ensure complete operational continuity for all current clients and the seamless integration of the expert team into Lutech. Furthermore, Making Science and Lutech confirmed a strategic alliance whereby Making Science will continue to be an important customer of this business unit, ensuring that its clients maintain seamless access to the differentiated skillset and technology of its former cloud and cybersecurity unit.

Lutech is a leading Italian technology group in the development and implementation of enterprise solutions, with a proven track record in the management and development of high-performance technical teams. Its profile guarantees not only continuity in service to current customers, but also optimal conditions for the future growth of the acquired team.

José Antonio Martínez, CEO and Founder of Making Science, said:

"This transaction represents a strategic milestone in Making Science's evolution toward a more specialized and efficient organization. We are delighted to have found an ideal partner in Lutech, a top-tier group that guarantees the best possible future for the team and continuity of service for its clients. This agreement allows us to focus our resources on our global digital marketing and AI businesses, where we have the ability to establish sustainable leadership positions, while forging a new strategic relationship with Lutech."

Giuseppe Di Franco, CEO of Lutech Group, said:

"This acquisition is a key step in our international expansion strategy and reinforces our leadership in digital transformation services across Europe. We are impressed by the talent and expertise of the team at Making Science's Cloud, Software, and Cybersecurity unit, and we are excited to welcome them to the Lutech family. Together, we will enhance our ability to serve our clients in Spain and across Europe, and we are committed to ensuring a seamless transition for clients and investing in the team's future growth."

FINANCIAL IMPACT AND GUIDANCE

Making Science will provide more information on the planned use of the capital obtained once the transaction has been completed. In its H1 Results release dated July 31, 2025, Making Science reaffirmed its financial guidance for the fiscal year 2025. Making Science will communicate any updates to its 2025 Guidance or its 2027 Plan to the market after the transaction is completed.

ABOUT MAKING SCIENCE

Making Science is an AI-powered digital acceleration company that currently has more than 1,200 employees and a presence and technological development in 18 markets: Spain, Portugal, Mexico, Argentina, Colombia, Brazil, France, Netherlands, Italy, UK, Ireland, Sweden, Denmark, Norway, Finland, Germany, Georgia and USA. As a consulting partner of Local Planet, the world’s largest network of independent media agencies, Making Science offers digital marketing, Adtech and Martech, cloud technologies and software, and cybersecurity services globally, through delivery hubs that drive job creation and the availability of highly skilled technology talent.

Making Science is comprised of 4 business lines: the Global Digital Agency with Technology, with 360 digital advertising services that integrate strategic planning, creativity, data and technology; RAISING, the Technology Division, which combines business expertise with data science to offer advanced solutions based on AI applied to marketing; the Cloud, Software and Cybersecurity business, with a team of more than 400 engineers and data scientists for the development of cloud-based solutions and a specialised cybersecurity team; and the Making Science Investment area, with Ventis and TMQ, as a line of business diversification and implementation of the capabilities of all areas of Making Science.

RAISING, the technology division, positions the company as a global leader in digital transformation. Its proprietary solutions - ad-machina, Trust Generative AI and Gauss AI - enable brands to maximise their business results propelled by Artificial Intelligence.

In addition, the company participates in various ESG initiatives, including the Climate Pledge, the United Nations Global Compact, and the Pledge 1% initiative, supporting non-profit organisations in its community with a strong commitment to positively impacting the future.

ABOUT LUTECH

Lutech Group, a leader in Italy and a European player in digital and AI, designs, implements, and manages solutions for digital transformation, innovation, and the growth of companies and institutions, thanks to its in-depth knowledge of industry-specific processes.

With 5,500 professionals and revenues of around €1 billion, Lutech Group drives change through an end-to-end journey in which business consulting, execution, and governance maximize business results, delivering a complete and integrated offering.

Lutech expands and updates its portfolio of solutions and services through strategic acquisitions and continuous investments in people, platforms, and geographic areas.

For more information, visit www.lutech.group

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