In connection with the cross-border merger of EXOR S.p.A. (“EXOR”) with and into EXOR HOLDING N.V. (a Dutch wholly owned subsidiary of EXOR which will, upon effectiveness of the Merger, be renamed EXOR N.V. (“EXOR NV”)) approved by a resolution adopted by the extraordinary meeting of shareholders of EXOR on 3 September 2016 (the “Merger”), EXOR hereby gives notice that today Borsa Italiana S.p.A. approved the listing of the EXOR NV ordinary shares on the Mercato Telematico Azionario (“MTA”).
The Merger is expected to become effective on 11 December 2016 and EXOR NV ordinary shares are expected to commence trading on the MTA as of Monday 12 December 2016, subject to the completion of the Merger and to Consob’s authorization to publish the equivalent merger information document (documento informativo di equivalenza) prepared in accordance with article 57, paragraph 1, letter (d), of Consob Regulation no. 11971 of 14 May 1999. Therefore, the last day of trading of EXOR ordinary shares on the MTA is expected to be Friday 9 December 2016.
EXOR further gives notice that the so-called material adverse change condition precedent has been waived.
Notice of the release of Consob’s authorization will be made available by EXOR pursuant to the law.
It is hereby recalled that, as a result of the Merger becoming effective, each current EXOR shareholder will receive one ordinary share of EXOR NV (ISIN NL0012059018) with one voting right for each EXOR share owned and that EXOR NV will adopt a loyalty voting structure designed to incentivize long-term share ownership: for each EXOR NV ordinary share held without interruption and registered in a loyalty register for a period of 5 years, shareholders will be entitled to 5 voting rights at the end of that period, and for each EXOR NV ordinary share held without interruption and registered in a loyalty register for a total of 10 years, shareholders will be entitled to 10 voting rights at the end of that period.
EXOR (Bloomberg: EXO IM, Reuters: EXOR.MI) is one of Europe’s leading holding companies and is controlled by the Agnelli Family. With a Net Asset Value (NAV) of over $13 billion, EXOR invests in global businesses primarily based in Europe and the US and actively participates in building its companies for the long term.
Important information for Investors and Shareholders
This press release is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made. This press release does not represent an offer to the public in Italy, pursuant to Section 1, letter (t) of Legislative Decree no. 58 of February 24, 1998, as amended. The release, publication or distribution of this press release in certain jurisdictions may be restricted by law, and therefore persons in such jurisdictions into which this press release is released, published or distributed should inform themselves about and observe such restrictions.
This release may not be forwarded or distributed to any person or address in the United States of America. Failure to comply with this directive may result in a violation of the Securities Act of 1933 or the applicable laws of other jurisdictions.
This release is not intended to constitute an offer or sale to persons in the United States within the meaning of the U.S. Securities Act of 1933, as amended (the “Securities Act”) or a solicitation of votes for the general meeting of shareholders of described herein. The shares referred to in this release have not been, and are not presently intended to be, registered under the Securities Act or any state securities laws and any representation to the contrary is a violation of law. The shares referred to in this release may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons, both as defined in Regulation S under the Securities Act.