M&A Activity • Jul 24, 2023
M&A Activity
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VAM Investments SPAC B.V. (Incorporated in the Netherlands) (Registration number: 82465207) Share Code: VAM ISIN: NL0015000G40 Warrant Code: VAMW ISIN: NL0015000G32
Milan, 21 July 2023
Today, VAM Investments SPAC B.V. (the "Company"), a special purpose acquisition company listed on Euronext Amsterdam, announces it will proceed with the implementation of the Extension Transaction (as defined below) after the Company's extraordinary general meeting of shareholders (the "Extension EGM"), held earlier today, approved the Extension Transaction.
The implementation of the "Extension Transaction" comprises the following:
Further information on the Extension Transaction is provided in the shareholder circular (including the convocation of, and agenda for, the Extension EGM) published by the Company on 9 June 2023 in connection with the Extension EGM (the "Circular"), which is available on the Company's website at www.vaminvestments-spac.com/investor-relations.
The Company is incorporated for the purpose of effecting a merger, demerger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with, or acquisition of, a business or company. VAM Investments S.p.A. is the sponsor of the Company.
As announced by the Company on 20 July 2023, based on a preliminary assessment by the Company 17,937,646 ordinary shares have been tendered for repurchase by the Company under the Tender Offer Buyback. This number represents 85.28% of the Company's issued and outstanding ordinary shares. As stated in its Circular, it is a condition precedent for participation in the Tender Offer Buyback that ordinary shareholders submit duly completed tax form(s). As the Company is still in the process of assessing the tax forms it has received, it will make a further announcement of the final results of the Tender Offer Buyback in due course.
As announced in the Circular, settlement of the Tender Offer Buyback is anticipated to take place on 28 July 2023 (the "Tender Offer Buyback Settlement Date"), or such later date as announced by the Company via a press release.
Further details of the (settlement of the) Tender Offer Buyback and payment of any tax refund are provided in the Circular.
Lastly, as noted in the Circular, Exempted Shareholders (as defined in the Circular) are expected to receive, on the Tender Offer Buyback Settlement Date, the gross repurchase price of EUR 10.107 per ordinary share validly tendered under the Tender Offer Buyback. However, in deviation from what is stated the Circular, this payment will be made via the ordinary shareholders' respective financial intermediaries in two separate tranches of EUR 9.949 and EUR 0.158, respectively, per ordinary share validly tendered.
Payments under the Tender Offer Buyback to ordinary shareholders who are not Exempted Shareholders will be made in accordance with the information provided in the Circular.
Carlo Di Biagio – [email protected] – +39 02 841 388 00
THIS PRESS RELEASE MAY INCLUDE FORWARD-LOOKING STATEMENTS, WHICH ARE BASED ON THE COMPANY'S CURRENT EXPECTATIONS AND PROJECTIONS ABOUT FUTURE EVENTS AND SPEAK ONLY AS OF THE DATE HEREOF. BY THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, ASSUMPTIONS AND OTHER FACTORS BECAUSE THEY RELATE TO EVENTS AND DEPEND ON CIRCUMSTANCES THAT WILL OCCUR IN THE FUTURE WHETHER OR NOT OUTSIDE THE CONTROL OF THE COMPANY. SUCH FACTORS MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR DEVELOPMENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. ACCORDINGLY, NO UNDUE RELIANCE SHOULD BE PLACED ON ANY FORWARD-LOOKING STATEMENTS. THE COMPANY OPERATES IN A RAPIDLY CHANGING ENVIRONMENT. NEW RISKS AND UNCERTAINTIES EMERGE FROM TIME TO TIME, AND IT IS NOT POSSIBLE TO PREDICT ALL RISKS AND UNCERTAINTIES, NOR TO ASSESS THE IMPACT THAT THESE FACTORS WILL HAVE ON THE COMPANY. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS AT THE DATE AT WHICH THEY ARE MADE AND THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS. FURTHER REFERENCE IS MADE TO THE RISKS AND UNCERTAINTIES REFERRED TO IN THE INTERIM FINANCIAL REPORTS.
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