12/11/2015
6.54 p.m.
Joint Press Release
MERGER OF MEDIOLANUM S.p.A. INTO BANCA MEDIOLANUM S.p.A.
Deed of merger of Mediolanum S.p.A. into
Banca Mediolanum S.p.A. signed
Notice is hereby given that today the deed of merger ("Merger") of Mediolanum S.p.A. ("
Mediolanum") into the wholly owned Banca Mediolanum S.p.A. ("
Banca Mediolanum") was signed.
It is noted that, in compliance with the merger project approved by the extraordinary shareholders' meetings of Mediolanum and Banca Mediolanum on September 29, 2015 (the "
Merger Project"), the Merger is still subject to the following conditions precedent:
(i) the issuance of the authorization of Borsa Italiana S.p.A. for the admission of Banca Mediolanum ordinary shares to the listing on the Mercato Telematico Azionario ("
MTA");
(ii) the issuance of Consob's authorization for the publication of the Prospectus.
The Merger shall be effective starting on the third trading day from the date of the last of the registrations set forth by Article 2504 of the Italian Civil Code (the "
Effective Date of the Merger") subject to the prior fulfillment of the conditions referred to in the preceding items (i) and (ii).
The effects of the Merger for accounting and tax purposes shall commence on the first day of the financial year in progress on the Effective Date of the Merger.
Please note that the Merger Project provides for the following exchange ratio: shareholders of Mediolanum will be assigned 1 (one) ordinary share of Banca Mediolanum with no indication of par value (the "
Exchange Ratio") for each 1 (one) ordinary share of Mediolanum (with par value of Euro 0,10) they hold.
The Merger will be carried out by means of distribution and assignment of Banca Mediolanum ordinary shares - resulting from the stock split of Banca Mediolanum ordinary shares to the extent necessary to respect the Exchange Ratio - to Mediolanum shareholders. Pursuant to Article 2504-ter, par. 1 of the Italian Civil Code, no shares of Banca Mediolanum will be assigned in exchange for own shares held by Mediolanum.
On the Effective Date of the Merger, following the stock split, Banca Mediolanum's share capital will amount to 600,000,000.00 euro, fully subscribed and paid in, divided into 738,401,857 ordinary shares with no indication of par value, assigned in exchange for 738,401,857 Mediolanum shares held by third parties, specifying that Banca Mediolanum does not own Mediolanum shares (nor will at the Effective Date). There will be no settlements of balances in cash.
The Merger will result in the dissolution of Mediolanum.
Starting from the Effective Date of the Merger, Mediolanum ordinary shares will be delisted from the MTA and cancelled. Mediolanum shareholders will receive Banca Mediolanum ordinary shares listed on the MTA according to the Exchange Ratio. Banca Mediolanum shares assigned in exchange to those entitled will have the same right to dividends and the same features.
Banca Mediolanum ordinary shares issued for the exchange shall be made available to Mediolanum shareholders according to the procedures for dematerialized shares centralized at Monte Titoli S.p.A., on the Effective Date of the Merger.
No expenses will be borne by the shareholders for the exchange transactions.
The Effective Date of the Merger and any further information on the assignment procedures of Banca Mediolanum shares will be communicated by means of a dedicated press release through the SDIRNIS system and published on the Mediolanum website (www.mediolanum.com) and on the authorized storage system (www.emarketstorage.com).
With regard to the Merger, please recall that: (i) subject to the effectiveness of the Merger, the right of withdrawal pursuant to Article 2437, par. 1, letter a) of the Italian Civil Code (the "
Right of Withdrawal") has been exercised on 54,390 Mediolanum ordinary shares, for a total liquidation value of 359,572.29 euro; (ii) at the end of the "offer on a pre-emptive basis" pursuant to Article 2437-quater of the Italian Civile Code (the "
Offer"), all Mediolanum shares subject to the Right of
Withdrawal had been assigned. With regard to the terms and conditions of payment of the liquidation value of shares to each Mediolanum shareholder who exercised the Right of Withdrawal and of the transfer (and following payment) of shares assigned as part of the Offer, please refer to the press release issued by Mediolanum on November 30, 2015 and to the related notice published on December 1, 2015 in the newspapers "Il Giornale" and "MF".
The documentation relating to the Merger is available at the registered office of both Mediolanum and Banca Mediolanum (in Basiglio – Milano 3, Via F. Sforza – Palazzo Meucci) as well as in the"shareholders' meeting for the merger into Banca Mediolanum S.p.A." section of Mediolanum website (www.mediolanum.com).
Basiglio - Milano 3, December 11, 2015
