05/25/2015
7.08 p.m.
Joint press release of Mediolanum and Banca Mediolanum
- Approval of the project of merger by incorporation of Mediolanum S.p.A. into Banca Mediolanum S.p.A. by the Board of Directors of Mediolanum S.p.A. and Banca Mediolanum S.p.A., consequent adoption of a new by-laws
- Right of withdrawal of the shareholders of Mediolanum S.p.A.
- Calling of the Extraordinary Shareholders’ Meeting of Mediolanum S.p.A. and the relevant timetable
Basiglio, 25 May 2015 - Mediolanum S.p.A. ("
Mediolanum") and Banca Mediolanum S.p.A. ("
Banca Mediolanum") state that at the date hereof they have approved the merger project relating to the so-called "reverse" merger of Mediolanum into Banca Mediolanum, whose share capital is entirely held by the former, (the "
Merger Project" and, generally, the "
Merger") on the electronic share market (mercato telematico azionario) organized and managed by Borsa Italiana S.p.A. ("
MTA").
Description of the transactionThe Merger occurs within the framework of streamlining of the structure of the Mediolanum Banking Group following the parent company Mediolanum's recent undertaking as leader of the group. Following the Merger, Banca Mediolanum shall return to carry out the direction and coordination of the banking group. The Merger, achieves the purpose to shorten the participation chain, to make the organizational and managing processes more efficient, at the same time improving the level of profitability and safeguarding brands and the business aptitude of the Mediolanum Banking Group, which has always been characterized by customer focus, financial strength and security values.
The Merger will be performed by using the financial statements for the year-ended as at 31 December 2014, approved by Mediolanum and Banca Mediolanum, as the reference balance sheets.
As a result of the Merger, the current shareholders of Mediolanum will become shareholders of Banca Mediolanum. The Merger Project provides that
the shareholders of Mediolanum will be assigned no. 1 (one) ordinary share of Banca Mediolanum for every no. 1 (one) ordinary share of Mediolanum that they hold. The shares of Banca Mediolanum assigned in a share swap shall grant those shareholders entitled to them with the due enjoyment and same rights.
Within the framework of the Merger it is provided that
the ordinary shares of Banca Mediolanum will be admitted to listing on the MTA.
Subject to and starting from the effective date of the Merger, Banca Mediolanum will adopt a new by-laws (the "
New By-laws"). For more information on the New By-laws please refer to the Merger Project and the explanatory report drafted pursuant to Article 125-ter of the Legislative Decree no. 58/1998 and Article 70 of the Consob Issuers' Regulation no.11971 which shall be made available to the public at the registered office of Mediolanum, and on Mediolanum's website www.mediolanum.com and on the authorized storage system of Bit Market Services which can be accessed through the website
"www.emarketstorage.com".
The implementation of the Merger is subject to:
(i) the issuance of the Bank of Italy's authorization in relation to the Merger and the consequent adoption of the New By-laws of Banca Mediolanum, pursuant to Articles 56 and 57 of the Legislative Decree no. 385/1993, which is a prerequisite for registration of the Merger Project with the competent companies' register;
(ii) the issuance of authorization for the admission to listing on the MTA of the ordinary shares of Banca Mediolanum;
(iii) the issuance of the authorization from Consob for the publication of the Prospectus for the admission and listing on the MTA of the ordinary shares of Banca Mediolanum; and lastly,
(iv) that the cash amount which may be paid pursuant to Article 2437-quater of the Italian Civil Code to the shareholders of Mediolanum which have exercised the right of withdrawal in relation to the Merger, will not exceed the amount of Euro 100 million. Such latter condition is set forth in the exclusive interest of Mediolanum, which shall be entitled to waive it.
The effects of the Merger shall commence from the date specified in the Merger deed, which may coincide or be later than the date for the last of the registrations specified in Article 2504-bis of the Italian Civil Code. The transactions of the incorporated company shall be ascribed in the financial statements of the incorporating company starting from the first day of the current fiscal year at the time when the Merger shall give rise to its effects pursuant to Article 2504-bis of the Italian Civil Code. The tax effects shall also commence from the same date.
Right of withdrawal of the shareholders of Mediolanum S.p.A.The adoption of the New By-laws of Banca Mediolanum shall entail, inter alia, a significant change to the activities and, consequently, the shareholders of Mediolanum that shall not participate in the shareholders' resolution for the approval of the Merger Project shall be entitled to exercise the right of withdrawal, pursuant to Article 2437, paragraph 1, letter a), of the Italian Civil Code. In any event, the effectiveness of the withdrawal shall be subject to the effectiveness of the Merger.
For the purposes of the withdrawal, the payment value of the ordinary shares of Mediolanum is equal to Euro 6,611 per share and it was determined by making reference to the arithmetical mean of the closing price of the shares within the six months prior to today's date of the publication of the notice of call of the Extraordinary Shareholders' Meeting of Mediolanum called for the purposes of resolving upon the Merger Project, pursuant to Article 2437-ter of the Italian Civil Code. Such value shall be also communicated by Mediolanum by means of publication in at least one widely circulated national newspaper, pursuant to the law.
Information for the transactions with related partiesPursuant to Article 3.4 of the "
Procedures pursuant to the Consob Regulation no. 17221, article 4 (Transactions with related parties)" of the Mediolanum Group, – approved by the Board of Directors of Mediolanum on 10 November 2010 – and last updated on 13 of November 2013, which is available on the website www.mediolanum.com, - the Merger, insofar as it concerns a transaction effected with a subsidiary, is exempt from the application of such procedures.
Calling of the Extraordinary Shareholders' Meeting of Mediolanum S.p.A. and the relevant timetableThe Board of Directors of Mediolanum has resolved at the date hereof to call the Extraordinary Shareholders' Meeting for 29 September 2015 at 10.30 am, in first call, and if necessary, for 7 October 2015 in second call or for 18 November 2015 in third call, to be held at the same time and place, in order to discuss the following item on the agenda:
"
Approval of the project for the merger by incorporation of Mediolanum S.p.A. into Banca Mediolanum S.p.A. and the consequent adoption of a new bylaws of the incorporating company. Relevant and consequential resolutions".
The notice of call of the Extraordinary Shareholders' Meeting of Mediolanum is published at the date hereof, pursuant to the applicable law, on the Company's web page (www.mediolanum.com) and on the authorized storage system of Bit Market Services which can be accessed through the website "www.emarketstorage.com" and an extract of such notice of call shall be published in the daily newspapers and the MF of [26] May 2015.
In accordance with the applicable law, the documentation relating to the Shareholders' Meeting of Mediolanum shall be made available at the registered office located in Basiglio – Milano 3, via F. Sforza, and shall also be published on the Company's website (www.mediolanum.com), and the authorized storage system of Bit Market Services which may be accessed via the webpage "www.emarketstorage.com", in accordance with the respective terms set forth by the applicable laws and regulations.
In view of the fact that the Extraordinary Shareholders' called to resolve upon the Merger and convened in first call for 29 September 2015 and taking into account the timetable for the issuance of the necessary authorizations by the Supervisory Authorities, it is expected that the Merger may be completed prior to 31 December 2015.
Basiglio – Milano 3, May, 25 2015
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