ITALY: CONSOB Issues Response to Mandatory Takeover Bid Query concerning Price

Wednesday May 25 2016

A query regarding the takeover bid of MIC Bidco Spa (bidder) on Engineering-Ingegneria Informatica Spa shares was submitted to Consob, requesting clarification of the price to be offered pursuant to Article 106, paragraphs 2 and 3 of the Consolidated Law on Finance (CLF).

In particular, Consob was asked whether following the transfer in favour of MIC Bidco Spa of a shareholding in Engineering-Ingegneria Informatica Spa , (which brought their shareholding to 36.05%) the price could remain 66 euro per share, which had already been announced to the market by the bidder on 8 February 2016.

In this regard, Consob stated that the agreements underlying the conferment operation of the shareholding in Engineering-Ingegneria Informatica Spa aimed at disciplining the role performed by the selling shareholders and aimed at involving them in the business initiative carried out by MIC Bidco Spa, would not entail an additional financial advantage for the selling shareholders compared to the 66 euro per share established for the takeover bid (Communication No. 0040628 of 4 May 2016).

Therefore, the compliance with Art. 106, paragraph 2 of the CLF of the price of 66 euro per share was confirmed since the assumptions did not exist for the evaluation of an increase in the price of the takeover bid.

The Commission did however state that the knowledge of different and/or additional circumstances as well as agreements between the various and/or other parties compared to those listed in the query could entail a new evaluation of the operation by Consob also aimed at correcting the price of the mandatory offer.

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