Closing of the sale of 43.78% of the GEDI share capital to Giano Holding S.p.A.
Milan, April 23 2020 – CIR S.p.A. – Compagnie Industriali Riunite (“CIR”) announces the implementation, on the date hereof, of the agreement dated December 2, 2019, between CIR, on the one part, and EXOR N.V. (“EXOR”), on the other part, for the sale and purchase of all the 222,705,235 ordinary shares in GEDI Gruppo Editoriale S.p.A. (“GEDI”) owned by CIR (the “CIR Shareholding”), equal to 43.78% of the issued capital of GEDI (see the press releases of December 2, 2019 and April 3, 2020).
More specifically, upon receipt of the necessary regulatory authorizations, the CIR Shareholding was sold today to Giano Holding S.p.A. (“Giano Holding”), a newly established joint stock company (società per azioni) entirely owned by EXOR and designated by the latter as the buyer of the CIR Shareholding, at a price per share equal to € 0.46, for a total amount of € 102.4 million. The main terms and conditions of the transaction were already illustrated in the above-mentioned press releases, to which reference should be made.
Following the implementation of the purchase of the CIR Shareholding, Giano Holding will launch a mandatory public tender offer (the “Offer”) for the purchase of the outstanding GEDI shares not already held, at the same price per share paid to CIR, therefore at a price per share equal to € 0.46, in accordance with Art. 106, first paragraph, of Legislative Decree no. 58 of February 24 1998, as subsequently amended and supplemented.
In the context of the sale of the CIR Shareholding, CIR terminated today, by mutual agreement, the shareholders’ agreements related to GEDI, executed on July 30, 2016, respectively with EXOR and Mercurio S.p.A..
On the date hereof CIR, EXOR and Giano Holding also executed an investment agreement concerning the purchase by CIR, following the completion of the Offer and at the same price of such Offer, of a shareholding in Giano Holding representing, in transparency, 5% of the share capital issued by GEDI.
Following the implementation of the entry by CIR into the share capital of Giano Holding, a shareholders’ agreement and a put and call agreement executed today by EXOR and CIR will also become effective. The shareholders’ agreement regulates the relationships of the parties as shareholders of Giano Holding, and indirectly of GEDI, and the transfers of Giano Holding shares. The put and call agreement regulates the put option granted to CIR and the call option granted to EXOR in respect of the shareholding held by CIR in Giano Holding; these options will be exercisable as from the third year following the entry by CIR into the share capital of Giano Holding, save for the early termination of the shareholders’ agreement or the occurrence of certain events.
The contents of the aforesaid agreements, as relevant pursuant to applicable laws, will be published in accordance with and in the manner set forth under the law.