The Board of Directors of CAD IT, leader in the Italian financial software market, believing it appropriate to obtain company share delisting from the “Mercato Telematico Azionario” (MTA) in order to ensure cost savings, greater managerial flexibility, organizational simplification and therefore a consequent acceleration in strategic decision-making, has decided to begin the procedure for the Company's merger into its own 100% subsidiary, CAD S.r.l. (the “Merger”), issuing a mandate to call an extraordinary CAD IT shareholders' meeting to be held on 10th September, 2018.
Hence, also in consideration of the discordant indications received from its financial advisor and the expert nominated by the Court, the Board of Directors has approved the decision to block the prior merger procedure of CAD IT S.p.A. into its parent company, Quarantacinque S.p.A., revoking the previously published merger project.
The merger of CAD IT S.p.A. into CAD S.r.l. will lead to benefits for the participating companies, not only in terms of costs and company management rationalization, but also in shortening the control chain and the consequent elimination of connected administration fees.
The Merger qualifies as a transaction of greater importance with related parties since CAD S.r.l. is a related party to CAD IT, which holds its entire share capital. The Merger by incorporation proposal will therefore be the object of prior examination by the CAD IT’s Committee for Transactions with Related Parties so that it can express its own opinion on the interests of CAD IT in completing the Merger, as well as on the convenience and substantial correctness of the relative conditions. The briefing paper relating to transactions of greater importance with related parties will be published in accordance with the modalities and time limits of the law.
The shareholders' meeting proposal, the Merger project and relative documentation foreseen by the law are the items to be examined and approved at the next Board Meeting to be held indicatively within the end of July 2018, once the relative procedure has been completed and subject to the aforementioned opinion of CAD IT’s Committee for Transactions with Related Parties.
The proposed Merger, when approved, will lead to the delisting of CAD IT shares from the “Mercato Telematico Azionario” (MTA), organized and managed by Borsa Italiana S.p.A. and will give the right - to CAD IT shareholders who will not approve the proposed Merger - to exercise their right to withdrawal pursuant to arts. 2437 and 2437-quinquies of the Italian civil code. To this regard, it is hereby notified that the liquidation value of any shares involved in exercising the right to withdrawal, will be equal to the arithmetic average of CAD IT share closing prices in the six months prior to the date of shareholders' meeting convocation publication. Any further relevant information in regard to exercising the right to withdrawal will be published in accordance with the modalities and time limits of the law.