The Board of Directors of CAD IT S.p.A. (www.caditgroup.com), a company leader in the Italian market of the financial software, held today, resolved upon the approval of the merger by incorporation of CAD IT into its parent company Quarantacinque S.p.A. (the “Merger”), which will be submitted to the approval of the Shareholder’s meeting of CAD IT (already called), to be held on July 13, 2018.
The Merger plan was also approved today by the Sole Director of Quarantacinque.
The Merger aims, inter alia, at reaching the delisting of CAD IT shares from the Stock Exchange Market (“Mercato Telematico Azionario”) of Borsa Italiana, at obtaining stability of the management structure and at pursuing saving of the costs deriving from the status of listed company.
The Merger is expected to be completed within the end of the fourth quarter of 2018.
The Merger will be approved on the basis of (I) the financial statements as at December 31, 2017, as far as CAD IT is concerned and (II) the financial situation as at April 30, 2018, as far as Quarantacinque is concerned.
The Board of Directors of CAD IT and the Sole Director of Quarantacinque have established the following exchange ratio: no. 2.15682889 ordinary shares of Quarantacinque, with no par value, for each no. 1 ordinary share of CAD IT, having a par value equal to Euro 0.52 each.
In particular, Quarantacinque will increase its share capital of maximum Euro 65,286 through the issuance of maximum no. 6,528,622 newly issued ordinary shares; moreover, Quarantacinque will proceed with cancellation without exchange of all the ordinary shares of CAD IT owned by Quarantacinque.
The exchange ratio does not provide any cash payment.
As a result of the indebtedness assumed by Quarantacinque through the bond issued to finance the purchase of the CAD IT shares tendered to the public tender offer ended on April 20, 2018, art. 2501-bis of the Italian Civil Code applies. Therefore:
CAD IT and Quarantacinque will publish, in accordance with applicable laws, their reports for the shareholders’ meetings, which - inter alia - explain the reasons justifying the Merger, the purposes to be achieved, the modalities of allocation of the shares of the company resulting from the Merger and include an assessment of the possible future shareholding of the company resulting from the Merger, as well as an economic and financial plan indicating the source of the financial resources necessary for the fulfilment of the obligations of the company resulting from the Merger.
Taking into account that the Merger between CAD IT and Quarantacinque is a transaction between related parties (more precisely, a most relevant related parties transaction pursuant to letter (a), as well as letters (f) and (d), point (i) of “Related Parties” definition included in Annex 1 of the CONSOB Regulation no. 17221/2010), 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 substantive fairness of the terms and conditions set forth in the Merger plan. The opinion will be attached to the informative document on the most relevant related parties transactions, to be published within the terms provided for by the law.
The Merger shall be considered as significant pursuant to art. 70 of the CONSOB Regulation no. 11971/99 (the “Issuers Regulation”). However, CAD IT exercised the right, provided for by art. 70, paragraph 8 of the Issuers Regulation, to opt out from the obligations provided for by art. 70, paragraph 6 of the Issuers Regulation. Therefore, the informative document to be drafted in accordance with Annex 3B of the Issuers Regulation will not be published.
As already disclosed to the market, should the proposed Merger be approved by the shareholders’ meetings of CAD IT and Quarantacinque, the shareholders who will not concur to the approval of the Merger will be entitled to exercise the withdrawal right, pursuant to arts. 2437, first paragraph, letter g) and 2437-quinquies of the Italian Civil Code (the “Withdrawal Right”), because of the fact that – 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 4.84 (four Euro and eighty-four cents) for each share. This consideration corresponds, pursuant to art. 2437-ter, third paragraph, of the Italian Civil Code, to the arithmetic mean of the closing price of the CAD IT shares during the six months prior to the publication of the notice of call of the shareholders’ meeting (occurred on April 24, 2018).
Further information on the exercise of the Withdrawal Right - whose effectiveness is subject to the execution of the Merger deed - will be published by CAD IT in accordance with and within the terms provided for by the law.
All the documents (including the informative document on the most relevant related parties transaction) will be filed within the terms provided for by the law and they will remain filed until the approval of the Merger.