COFIDE PRE-MERGER

262 Risultati trovati
- 18:15 CET

Merger of CIR into COFIDE: registered the deed of merger

MERGER OF CIR S.P.A. – COMPAGNIE INDUSTRIALI RIUNITE INTO COFIDE – GRUPPO DE BENEDETTI S.P.A.
REGISTERED THE DEED OF MERGER

Milan, February 14 2020 – COFIDE – Gruppo De Benedetti S.p.A. (“COFIDE” or the “Surviving Company”) and CIR S.p.A.– Compagnie Industriali Riunite (“CIR”) announce thattoday the deed of merger by incorporation of CIR into COFIDE (the “Merger”) has been registered with the Milan Companies Register.

Pursuant to the deed of merger, the Merger will become effective from February 19 2020 (“Effective Date of the Merger”), third trading day following the last of the registrations of the deed of Merger with the competent Register of Companies pursuant to Article 2504-bis of the Italian Civil Code. For accounting purposes, the transactions carried out by CIR will be accounted for in the financial statements of COFIDE as from 1 January 2020. The tax effects will also commence on that same date.

As from the Effective Date of the Merger the amendments to the Bylaws related to the Merger will enter into force and COFIDE will change its name to “CIR S.p.A. – Compagnie Industriali Riunite”.

The Merger provides for the application of the following exchange ratio: 2.01 ordinary COFIDE shares, with a nominal value of Euro 0.50, for each CIR ordinary share.

The Merger will take place through cancellation without exchange: (i) of the CIR ordinary shares owned by COFIDE on the Effective Date of the Merger and (ii) of the treasury shares owned by CIR on the Effective Date of the Merger.

As from the Effective Date of the Merger, the Surviving Company will issue no. 557,997,396 shares on the basis of the exchange ratio, each with a nominal value of Euro 0.50, for a total nominal amount of Euro 278,998,698. Therefore, following the Merger, the share capital of the Surviving Company, fully subscribed and paid in, will amount to Euro 638,603,657 consisting of no. 1,277,207,314 shares each having a nominal value of Euro 0.50.

The Surviving Company shares assigned in exchange will have regular entitlement and will grant their holders rights that are equivalent to those granted by the shares outstanding at the time of the assignment and will be fungible with the latter. The Surviving Company shares issued to serve the Merger will be made available to CIR shareholders, in the regime of dematerialisation and subject to centralised management by Monte Titoli S.p.A., pursuant to Articles 83-bis et seq. of the Consolidated Financial Act, without any charge, expense or commission to be paid by CIR shareholders.

Equita SIM S.p.A. will provide a service to enable the depository intermediaries to liquidate fractions of shares below or exceeding the minimum limits necessary to allow the shareholders of CIR to hold a whole number of Surviving Company shares. The Merger will cause the dissolution of CIR. The last trading day of the CIR shares will be on February 18 2020. Finally please note that, with regard to the composition of the Board of Directors, Article 30 of the Bylaws of the company resulting from the Merger provides that the Board of Directors in office of COFIDE shall automatically cease on the Effective Date of the Merger, with the obligation for the directors to call without delay the ordinary Shareholders’ Meeting for the election of the new Board of Directors of the company resulting from the Merger.

***
The documentation relating to the Merger is available on the website of COFIDE (www.cofide.it) and of CIR (www.cirgroup.com).
***

Download pdf

- 22:55 CET

COFIDE: approval and publication of the prospectus for admission to trading

MERGER OF CIR INTO COFIDE: APPROVAL AND PUBLICATION OF THE PROSPECTUS FOR ADMISSION TO TRADING
Information provided pursuant to Article 114, paragraph 5, of Legislative Decree No. 58/98

Milan, 13 February 2020 – Further to the press release published on 3 February 2020, COFIDE – Gruppo De Benedetti S.p.A. (“COFIDE”) announces that Consob today approved the prospectus (the “Prospectus”) relating to the admission to trading on the Mercato Telematico Azionario of the COFIDE shares deriving from the merger by incorporation of CIR S.p.A. – Compagnie Industriali Riunite (“CIR”) into COFIDE (the “Merger”).


The Prospectus is available to the public at the registered office of COFIDE (via Ciovassino, no. 1, Milan) and on the website of the company (www.cofide.it) as well as at the registered office of CIR (via Ciovassino, no. 1, Milan) and on the website of the company (www.cirgroup.com).

Following the approval by Consob of the Prospectus, the last condition precedent provided for in the Merger plan has been satisfied.

Finally, it should be noted that, in accordance with the deed of merger signed on 3 February 2020, the Merger will take effect from the third trading day following the last of the registrations of the deed of Merger with the competent Register of Companies pursuant to Article 2504-bis of the Italian Civil Code. COFIDE will announce the effective date of the Merger with a special press release.

Upon request by Consob, pursuant to Article 114, paragraph 5, of Legislative Decree No. 58/98, please find below the following information.

As indicated above, today Consob approved the Prospectus.

Please find below the content of the first five paragraphs of risk factor “A.1.1 Risks related to the profitability trends of the Issuer and of the COFIDE Group” of the Prospectus:


“1. On 19 July 2019 the extraordinary shareholders’ meetings of COFIDE and CIR, whose shares are admitted to trading on the Mercato Telematico Azionario, organized and managed by Borsa Italiana S.p.A., approved the merger by incorporation of CIR into COFIDE (“Merger”) on the basis of the
balance sheets represented by the draft financial statements as of 31 December 2018 approved by their respective management bodies. As of the Date of the Prospectus, COFIDE controls the subholding CIR which, in turn, controls SOGEFI, KOS and GEDI, companies operating, respectively, in the
automotive components, healthcare and media sectors. On 3 February 2020, the Deed of Merger between COFIDE and CIR was signed. As from the Effective Date of the Merger, COFIDE will assume the rights and obligations of CIR, continuing in all its relationships, including court proceedings, prior
to the Merger, in accordance with Article 2504-bis, paragraph 1, of the Italian Civil Code. Although the merger of CIR into COFIDE is expected to improve the efficiency of the business management of the COFIDE Group as a result of the integration of the listed holding companies within the COFIDE Group, COFIDE believes that the benefits deriving from the Merger in terms of cost savings are not significant.

2. Following the abovementioned resolution of 19 July 2019, the Companies Participating in the Merger signed/completed certain agreements for the acquisition and/or sale of assets. In particular: (i) on 2 December 2019, CIR and EXOR entered into an agreement for the purchase by EXOR, through BidCo, of the shareholding equal to 43.78% of the share capital held by CIR in GEDI for a countervalue of Euro 102,4 million and the reinvestment by CIR in BidCo, to the extent as to allow CIR to hold, indirectly, a stake in GEDI equal, in transparency, to 5% of the share capital (the “GEDI Transaction” or the “GEDI Sale and Purchase Agreement”). As of the Date of the Prospectus, the completion of the GEDI Transaction is subject to the issuance by the European Commission of the authorization required by EU rules concerning control of concentrations, since the other conditions precedent provided in the GEDI Sale and Purchase Agreement have been met; the agreement must be considered automatically terminated if such authorization is not received by 31 May 2020; (ii) on 30 October 2019 KOS completed the purchase of 100% of the share capital of Charleston Holding GmbH, for a value of approximately Euro 92 million. With reference to the GEDI Transaction there is a risk that the authorization by the European Commission, if issued, may be subject to conditions and that these conditions may have a negative impact on the profitability of the COFIDE Group. Taking into account that the GEDI Transaction has not yet been completed and that the acquisition of the Charleston group was completed after the reference date of the most recent financial statements available as of the Date of the Prospectus (30 September 2019), it should be noted that there is a limited comparability between the historical financial information of the COFIDE Group included in the Prospectus and the financial information that will be reported in the financial statements after the possible completion of the sale of the GEDI group and the acquisition of the Charleston group.

3. The Issuer estimates that the consolidated net result of the COFIDE Group for 2019 will be negative for approximately Euro 270.2 million (of which the portion attributable to the COFIDE Group is equal to Euro 73 million); such loss is mainly affected by the effects of the signing of the GEDI Sale and Purchase Agreement and by the subsequent adjustment of the book value of the shareholding in GEDI to the fair value expressed by the GEDI Sale and Purchase Agreement and by the result of the period of the GEDI group. Taking into account that the above estimate does not take into account the results of impairment tests on the other shareholdings held by COFIDE through CIR, as of the Date of the Prospectus there is a risk that the consolidated net loss of the COFIDE Group for 2019 will be higher than the estimate of Euro 270.2 million. With reference to the financial statements of COFIDE which will close on 31 December 2019 as of the Date of the Prospectus it cannot be excluded that the write-down of the shareholding (held by the Issuer) in CIR that may be required as a result of the GEDI Transaction and as a result of the impairment tests on the other shareholdings controlled by CIR will lead to a significant deterioration in the balance sheet of the Issuer and consequently to the need to implement capital strengthening measures in addition to the one connected with the Merger.

As of the Date of the Prospectus, Consob is currently carrying out further analysis on the correctness of the financial information published by the Issuer with particular reference to the impairment procedure for intangible assets, also in light of the effects of the planned disposal of GEDI.

4. As of the Date of the Prospectus there is a risk that if the sale of the shareholding in GEDI is not completed, the income performance of the COFIDE Group will continue to be negatively affected by the income performance of the GEDI group, taking into account that during 2018 and in the first six months of 2019 the GEDI group contributed negatively to the net result of the COFIDE Group (respectively, with a loss of Euro 14.7 million and a loss of Euro 8.7 million). Moreover, even if the GEDI Transaction were to be successfully completed, the results of the COFIDE Group – following the reinvestment in 5% of the share capital of GEDI under the terms of the relevant Sale and Purchase Agreement – would be affected, albeit to a lesser extent, by the income performance o the GEDI group.

5. Considering only recurring income statement items (i.e. without considering, among other things, the loss resulting from the valuation of the investment in GEDI) the Issuer estimates a consolidated net income of the COFIDE Group for 2019 of Euro 41.8 million, in reduction from the corresponding figure for 2018 (equal to Euro 49.6 million). Even if the sale of the shareholding in GEDI were to be finalized, there is therefore no certainty that the COFIDE Group will be able to counteract the deterioration in profit margins. The ability of the COFIDE Group to face the reduction in its income margins is closely linked not only to the efficiencies resulting from the investments already made in the automotive components and healthcare sectors but also to its ability to make new investments according to the measures and timing expected. As of the Date of the Prospectus, the COFIDE Group has not entered into any agreement for the realization of further investments other than those already made as of the Date of the Prospectus. It should also be noted that part of the income deriving from the planned GEDI Transaction is to be reinvested for the acquisition of 5% of the share capital of GEDI under the terms of the relevant Sale and Purchase Agreement, consequently the financial resources resulting from the GEDI Transaction to be allocated to investment activity are limited. Therefore, as of the Date of the Prospectus it is not possible to estimate the timing and the measures of the benefits that could derive from the investment activity on the profitability of the COFIDE Group. In addition, should certain events occur linked to the clauses of the financial contracts and bonds of the COFIDE Group which involve limits on the use of financial resources, the value of the investment in COFIDE shares could suffer even significant losses.”

Download pdf

- 20:00 CET

Deed of merger signed of CIR into COFIDE

Milan, 3 February 2020 – COFIDE – Gruppo De Benedetti S.p.A. (“COFIDE”) and CIR – Compagnie
Industriali Riunite S.p.A. (“CIR”) announce that today the deed of merger by incorporation of CIR into
COFIDE was signed (the “Merger”).

The statutory implications of the Merger will take effect on the third trading day following the last of the registrations of the deed of Merger with the competent Register of Companies pursuant to and as an effect of Article 2504-bis of the Italian Civil Code (“Effective Date of the Merger”). It is understood that the last of the registrations with the competent Register of Companies is subject to the issue of the authorization by Consob for publication of the prospectus for admission to trading of the COFIDE shares to be issued in the context of the Merger.

For accounting purposes, the transactions carried out by CIR will be accounted for in the financial statements of COFIDE as from 1 January of the financial year in which the Merger takes effect under civil law. The tax effects will also commence on that same date.

The Merger involves the application of the following exchange ratio: 2.01 ordinary COFIDE shares, with a nominal value of Euro 0.50 for each CIR ordinary share.

The Merger will take place through cancellation without exchange: (i) of the CIR ordinary shares owned by COFIDE on the Effective Date of the Merger and (ii) of the treasury shares owned by CIR on the Effective Date of the Merger.

Taking into account the CIR shares owned by COFIDE and the treasury shares owned by CIR as of today, to service the Merger COFIDE will issue 557,997,396 COFIDE shares on the basis of the exchange ratio, each with a nominal value of Euro 0.50, for a total maximum amount of nominal Euro
278,998,698.

The COFIDE shares assigned in exchange will be listed on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. and will be subject to the regime of dematerialisation and centralised management by Monte Titoli S.p.A., pursuant to Articles 83-bis et seq. of the Consolidated Finance Act. The COFIDE shares assigned in exchange will have regular dividend entitlement and the same characteristics as the COFIDE ordinary shares in circulation at the time of the assignment and
will be fungible with the latter.

As from the Effective Date of the Merger, the amendments to the Company Bylaws relating to the Merger will take effect and the share capital of COFIDE, fully subscribed and paid in, will amount to Euro 638,603,657, consisting of 1,277,207,314 shares each having a nominal value of Euro 0.50.

It should also be noted that on the Effective Date of the Merger, COFIDE will change its name to “CIR S.p.A. – COMPAGNIE INDUSTRIALI RIUNITE”.

With the Merger CIR will cease to exist and CIR shares will therefore be delisted from the Mercato Telematico Azionario.

The Effective Date of the Merger and any further information on the procedures for the assignment of COFIDE shares will be disclosed in a special announcement to be published in the newspaper La Repubblica and on the websites of COFIDE (www.cofide.it) and CIR (www.cirgroup.com) as well as on the authorised storage mechanism eMarketSTORAGE (www.emarketstorage.com).

Download pdf

- 19:30 CET

COFIDE: Monica Mondardini co-opted to Board of Directors and appointed Chief Executive Officer

Milan, February 3 2020 – The Board of Directors of COFIDE – Gruppo De Benedetti S.p.A., which met today under the chairmanship of Rodolfo De Benedetti, proceeded to co-opt Monica Mondardini to the Board as a Director and appoint her as Chief Executive Officer, giving her executive powers.

The appointment of Monica Mondardini, CEO of CIR since 2013, was made in anticipation of the merger by incorporation of CIR into its parent company COFIDE.

Monica Mondardini owns 485,625 shares in GEDI Gruppo Editoriale S.p.A.. Her curriculum vitae is available on the company’s website (www.cofide.it).

download pdf

- 20:30 CET

COFIDE: Board member resigns

Milan, January 31 2020 – COFIDE-Gruppo De Benedetti S.p.A. announces that Pierluigi Ferrero has for personal reasons resigned his position as a Board Member of the Company with effect as from February 3 2020. Following the position’s cessation, there will be no compensation or added benefits paid in his favor.

At present, Pierluigi Ferrero holds 250,000 shares of CIR S.p.A., 15,000 shares of Sogefi S.p.A. and 20,000 shares of GEDI Gruppo Editoriale S.p.A..

COFIDE would like to extend its thanks to Pierluigi Ferrero for all the work he has done since 1987 in the interests of the Company and the Group.

Download pdf