11/30/2015
3.56 p.m.
Press Release
Results of the Offer to Mediolanum Shareholders pursuant to Article 2437-Quater of the italian civil code
Access to this portion of the website and the information contained herein is restricted for regulatory reasons. The material contained herein may not be distributed in or into any countries where an offer of the securities described therein would require regulatory authorization or an exemption therefrom.
I therefore certify that I have read, understand and agree to comply with all of the restrictions set forth above and that:
- I am resident and physically present in Italy;
or
- I am resident or physically present in any of the Member States of the European Economic Area (other than Italy) having implemented the Directive 2003/71/EC, (as amended, the "Prospectus Directive"), and I am a qualified investor as defined in the Prospectus Directive as implemented in the Member State of which I am a resident and physically present in;
or
- I am resident or physically present in a country where the offer of securities described herein does not require regulatory authorization and I am authorized to access the information and documents on this website without being subject to any legal restriction and without any further action required by the company.
With regard to the merger by acquisition (the "Merger") of Mediolanum S.p.A. ("Mediolanum" or the "Company") into Banca Mediolanum S.p.A. ("Banca Mediolanum"), please be informed of the completion, on November 26, 2015, of the 'offer on a preemptive basis' to Mediolanum shareholders (the "Offer") - pursuant to article 2437-quater of the Italian civil code - relating to a total of 54,390 Mediolanum shares on which the right of withdrawal was exercised subject to
the effectiveness of the Merger, as laid out by the shareholders' resolution for the approval of the Merger (the "Right of Withdrawal").
At the end of the Offer all Mediolanum shares subject to the Right of Withdrawal were assigned.
The payment of the liquidation value of the shares to each Mediolanum shareholder who had exercised the Right of Withdrawal, as well as the transfer (and payment) of the shares assigned as part of the Offer, will be made on the effective date of the Merger and subject to the effectiveness of said Merger.
It is noted that, starting from the effective date of the Merger, and subject to its effectiveness, those who purchased Mediolanum shares as part of the Offer will be entitled to receive, in exchange for the Mediolanum shares purchased, shares of the incorporating Banca Mediolanum, according to the exchange rate established in the merger project. For more details on the Merger, please refer to the relevant documents available at Mediolanum's registered office (Basiglio - Milano 3, Via F. Sforza - Palazzo Meucci) and in the website "shareholders' meeting for the merger into Banca Mediolanum S.p.A." section of the Mediolanum website (www.mediolanum.com).
Mediolanum will communicate the date of payment and transfer of the shares via publication of a notice in a national daily newspaper as well as in the "shareholders' meeting for the merger into Banca Mediolanum S.p.A." section of Mediolanum website (www.mediolanum.com).
The above mentioned notice will be published tomorrow December 1, 2015 on "Il Giornale" and "MF"
This announcement is not an offer to sell, nor a solicitation of an offer to buy and any discussions, negotiations or other communications that may be entered into whether in connection with terms set out herein or otherwise shall be subject to contract. This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute or form part of an offer to sell securities or the solicitation of any offer to subscribe for or otherwise buy any securities to any person in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this announcement have not been and will not be registered in the United States under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States unless registered under the Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of the securities in the United States, Australia, Canada, Japan or South Africa. This document does not constitute an offer to the public in Italy of financial products as defined under article 1 paragraph 1 letter t) of legislative decree n. 58 of 24 February 1998 (the "TUF").
Basiglio - Milano 3, November 30, 2015
