The extraordinary Shareholders’ meeting of CAD IT S.p.A. (www.caditgroup.com), a company leader in the Italian market of the financial software, held today, approved the “reverse” merger plan providing for the incorporation of CAD IT S.p.A. (“CAD IT” or the “Merged Company”) into its fully-owned subsidiary CAD S.r.l. (the “Merger”).
It is hereby recalled that – as already disclosed to the market – on September 7, 2018, the shareholders’ meeting of CAD S.r.l. (“CAD” or the “Surviving Company”) approved the Merger plan, which provides for, inter alia, the conversion of CAD – starting from the effectiveness date of the Merger – into an Italian joint stock company (società per azioni), whose new by-laws are attached under Annex “A” to the Merger plan, which provides for, inter alia, a new company name (“CAD IT S.p.A.”) for the company resulting from the Merger.
As already disclosed to the market, the Merger aims to reach the following goals: (i) to rationalize and simplify the Group structure, generating a strategic, industrial and commercial integration of CAD IT and CAD and (ii) to reach the delisting of CAD IT shares from the Stock Exchange Market (“Mercato Telematico Azionario”) of Borsa Italiana, obtaining a greater governance and management flexibility, pursuing saving of the costs deriving from the status of listed company and shortening the control chain, thus freeing financial and economic resources.
The Merger is expected to be completed within the fourth quarter of 2018.
The Merger was approved on the basis of the financial positions prepared pursuant to art. 2501-quater of the Italian Civil Code, the Merger financial position as at March 31, 2018 of CAD IT and the Merger financial position as at March 31, 2018 of CAD, both approved on July 27, 2018 by the respective board of directors.
The civil effects of the Merger will start from the last registration referred to in art. 2504-bis of the Italian Civil Code or from a later date, as determined in the Merger deed.
It is hereby recalled that, as explained in the Merger plan, each share of CAD IT existing at the effectiveness date of the Merger will be exchanged with a newly-issued share of CAD, with no par value, on the basis of the exchange ratio 1:1 (on the assumption that, at the effectiveness date of the Merger, the entire corporate capital of the Surviving Company will still be fully owned by the Merged Company). The newly-issued shares of CAD exchanged with the CAD IT shares will provide the same rights as those pertaining to the owners of CAD shares outstanding at the moment of their issue.
As a consequence, all the shares representing the entire corporate capital of the Surviving Company following the Merger will be assigned to all the shareholders of the Merged Company, in the exact number as the CAD IT shares owned by them, net of the CAD IT shares in relation to which any withdrawal rights will have been duly exercised and not purchased before the Merger deed.
The exchange ratio does not provide for any cash payment.
Taking into account that the Merger between CAD IT and CAD is a transaction between related parties (more precisely, a most relevant related parties transaction pursuant to letter (a)(i) of “Related Parties” definition included in Annex 1 of the Consob Regulation adopted with resolution no. 17221 dated March 12, 2010 (the “Regulation”)), the CAD IT Risk and Control Committee (acting as Related Parties Transactions Committee) has been involved during the preliminary phases of the transaction and has released a favorable opinion regarding the existence of an interest for CAD IT in completing the Merger, as well as on the convenience and substantial fairness of the terms and conditions set forth in the Merger plan. The opinion is attached to the informative document on the most relevant related parties transactions, prepared by CAD IT pursuant to art. 5 and in accordance with Annex 4 of the Regulation, as updated on August 20, September 6 upon request by Consob and, finally, on September 7, 2018.
As already disclosed to the market, the shareholders of CAD IT who did not concur to the approval of the Merger are entitled to exercise the withdrawal rights, pursuant to arts. 2437, first paragraph, letter g) and 2437-quinquies of the Italian Civil Code (the “Withdrawal Right”), because – following the Merger – the shares of CAD IT will be delisted from the Stock Exchange Market (“Mercato Telematico Azionario”) of Borsa Italiana and the voting system based on the submission of slates of candidates by the shareholders, in accordance with art. 147-ter of the Legislative Decree dated February 24, 1998, no. 58, will not be applied anymore. The withdrawal consideration for the shares in relation to which the Withdrawal Right will be duly exercised is equal to Euro 5.29 (five Euro and twenty-nine cents) for each share. This consideration corresponds, pursuant to art. 2437-ter, third paragraph, of the Italian Civil Code, to the arithmetic average of the closing price of CAD IT shares during the six months prior to the publication of the notice of call of the shareholders’ meeting (occurred on July 20, 2018).
The Withdrawal Right, duly exercised, is subject to the execution of the Merger deed.
The Withdrawal Right may be exercised, pursuant to art. 2437-bis of the Italian Civil Code, within 15 days from the date of registration with the Verona Companies Register of today’s approval resolution of the Merger plan.
Further information on the exercise of the Withdrawal Right, including the occurrence of the above-mentioned registration, will be published by CAD IT in accordance with and within the terms provided for by the law.
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The summary voting report and the minutes of the Shareholders’ meeting will be made available to the public in accordance with and within the terms provided for by the law. The relevant publication will be confirmed in accordance with law.