Telecom Italy (IT0003497168) announced that its Board of Directors today approved the draft merger of Telecom Italy Media (IT0004600364) , which already owns 77.71% of the ordinary share capital and 2.25% of the share of savings.
The telephone operator indicates in a footnote that the operation will help to simplify the structure of the group and reduce costs. The integration of Telecom Italy Media should also lead to “manage more efficiently, also taking advantage of opportunities for medium to long term, the process of enhancement of Persidera”.
The exchange ratio was set in the preliminary 0.66 ordinary shares of Telecom Italy newly issued for each common share of Telecom Italy Media and 0.47 in savings shares of Telecom Italy newly issued for each savings share of Telecom Italy Media. No cash adjustments.
At the date of approval of the draft financial statements and consolidated financial statements of Telecom Italy for the year 2014 (scheduled for March 19, 2015), the Boards of Directors of the two companies will approve the merger plan containing the final exchange ratio.
Telecom Italy, which will publish its results tomorrow, expects to conclude the transaction in the third quarter of this year.
For the holders of ordinary shares of Telecom Italy Media who have not agreed to the decision and to the holders of savings shares of the same company will have the right of withdrawal. The liquidation value of the shares is equal to 1.055 Euro per ordinary share and 0.6032 euros per savings share.
Following the merger titles Telecom Italy Media will be delisted. Telecom Italy intends to exercise the option rights and the right of first refusal on the entire portion of the ordinary shares and savings shares of Telecom Italy Media subject to withdrawal and eventually remained unassigned at the end of the offer provided by the applicable regulations.
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