M&A Activity • Dec 12, 2023
M&A Activity
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| Informazione Regolamentata n. 0868-103-2023 |
Data/Ora Inizio Diffusione 12 Dicembre 2023 18:56:36 |
Euronext Star Milan | |
|---|---|---|---|
| Societa' | : | SERVIZI ITALIA | |
| Identificativo Informazione Regolamentata |
: | 184373 | |
| Nome utilizzatore | : | SERVIZIITAN03 - Giliotti | |
| Tipologia | : | 3.1 | |
| Data/Ora Ricezione | : | 12 Dicembre 2023 18:56:34 | |
| Data/Ora Inizio Diffusione |
: | 12 Dicembre 2023 18:56:36 | |
| Oggetto | : | by Cometa S.r.l. | Approved the Issuer's statement in relation to the voluntary full takeover bid promoted |
| Testo del comunicato |
Vedi allegato.
12 December 2023
The Board of Directors of Servizi Italia S.p.A. (the "Company" or the "Issuer") approved on the date hereof the statement (the "Issuer's Statement") pursuant to Article 103, paragraph 3, of Legislative Decree No. 58 of 24 February 1998, as subsequently amended (the "Italian Consolidated Financial Act") and Article 39 of the Regulations adopted by Consob with resolution No. 11971 of 14 May 1999, as subsequently amended (the "Issuers' Regulations"), containing the assessment of the Board of Directors (i) on the voluntary tender offer launched by Cometa S.r.l. (the "Offeror") on all the Issuer's shares net of the stake held by the parent company Aurum S.p.A. and the treasury shares held by the Company, pursuantto Articles 102 and followings of the Italian Consolidated Financial Act(the "Offer") and (ii) on the fairness of the related consideration.
To issue the Issuer's Statement, the Board of Directors reviewed and took into consideration, among other things, the opinion issued today by the Independent Directors pursuant to Article 39-bis of the Issuers' Regulations (the "Independent Directors' Opinion"), which included the fairness opinion (the "Fairness Opinion") issued by Equita SIM S p.A. (the "Independent Expert") as the independent financial advisor appointed by the Independent Directors themselves, and that the Board of Directors had decided to use as well.
At the outcome of the meeting, the Board of Directors, also in light of the content of the Fairness Opinion and the Independent Directors' Opinion, upon unanimous favourable vote of the voting members, felt that it could not formulate as of today's date a conclusive opinion of objective fairness from a financial point of view on the Offer, equal to Euro 1.65 per share of the Company, as it is lower than the minimum value determined by the Independent Expert through the application of the DCF financial methodology based on Company's fundamentals.
However, the Board of Directors has deemed it necessary to draw the attention of the Shareholders to the elements it has evaluated and represented in the Issuer's Statement in relation, in particular, to the opportunity of disinvesting securities that could, at the end of the operation, become of poor liquidity, specifying in any case that the economic expediency of accepting the Offer must be assessed by the individual Shareholder, taking into account the matters set out in the aforementioned Issuer's Statement, the Opinion of the Independent Directors, the stock market performance of the Shares, the Offeror's statements and the information contained in the Offer document and any other document relating to the Offer itself.
The Board of Directors then instructed Vice President Ilaria Eugeniani to make any change, addition, and update to the Issuer's Statement that may be necessary, or even appropriate, under applicable regulations or that may otherwise be required by Competent Authorities.
For details and considerations made by the Board of Directors, please refer to the Issuer's Statement which will be attached to the Offer document in agreement with the Offeror, together with the Independent Directors' Opinion and Fairness Opinion.
All documents will be published within time and terms provided by law.
It should be noted that the Independent Directors and the Board of Directors made use of GLG & Partners as legal advisor.
This press release is disclosed using emarket SDIR system and it is now available on Company's website (ir.servizitaliagroup.com) as well as on eMarket STORAGE system ().
Servizi Italia S.p.A., a company based in Castellina di Soragna (PR) and listed on the Euronext STAR Milan of Borsa Italiana S.p.A., has been a leader in Italy in the field of integrated rental, washing and sterilization services for textile materials and medical devices in the healthcare sector for over thirty years. The company, which together with its Italian and foreign subsidiaries forms the Servizi Italia Group, has also expanded its services to the industrial, community and hotel sectors. The Group has a highly technological production platform, articulated in over 50 production plants in 6 countries and counts about 3,700 employees and collaborators: these are the numbers with which Servizi Italia contributes daily to the health and safety of professionals, patients and workers, respecting ethics and the environment in which it operates.
For further information:
Investor Relations Axelcomm S.r.l. Servizi Italia Arturo Salerni Pietro Giliotti Tel. + 39 338 5220260 Tel: +39 0524598511 [email protected] [email protected]
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