24/12/2015
11.57 a.m.
Press Release
MERGER OF MEDIOLANUM S.p.A. INTO BANCA MEDIOLANUM S.p.A.
NOTICE ON THE RIGHT OF WITHDRAWAL EXERCISED
BY MEDIOLANUM S.P.A. SHAREHOLDERS.
It is hereby communicated that on December 11, 2015 the deed of merger (the
Merger) of Mediolanum S.p.A. (
Mediolanum or the
Company) into Banca Mediolanum S.p.A. (
Banca Mediolanum) was signed. On December 23, 2015 the last of the registrations set forth by Article 2504 of the Italian Civil Code was made. Pursuant to Article 2504-
bis, par. 2 of the Italian Civil Code, the legal effects vis-à-vis third parties of the Merger shall commence on
December 30, 2015 (the
Effective Date of the Merger).
Please note that on November 26, 2015 the 'offer on a preemptive basis' to Mediolanum shareholders (the "
Offer") was completed. The Offer had been made pursuant to article 2437-
quater of the Italian Civil Code and was related 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 by the respective intermediaries on the Effective Date of the Merger (December 30, 2015). Furthermore please note that, starting such date, those who had purchased Mediolanum shares as part of the Offer shall be entitled to receive, in exchange of the purchased shares of Mediolanum, shares of the incorporating Banca Mediolanum according to the exchange ratio set forth in the merger project (1 ordinary share of Banca Mediolanum with no indication of par value for each 1 ordinary share of Mediolanum with par value of 0.10 euro).
For more details on the Merger please refer to the documentation available at the registered office of 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).
The aforementioned notice will be published on December 29, 2015 in the newspapers MF and Il Giornale.
Basiglio - Milano 3, December 24, 2015
