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TAR - Errata corrige - Communication issued by Il Sole 24 ORE S.p.A. on behalf of Zenit S.p.A. - Zenit S.p.A. exceeds the 80% threshold of the share capital of Il Sole 24 Ore

Company: Il Sole 24 Ore Date: 2025-06-26 Language: English Register to download

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PRESS RELEASE PUBLISHED BY IL SOLE 24 ORE S.P.A. AT THE REQUEST OF ZENIT S.P.A.

## NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

## VOLUNTARY PUBLIC TENDER OFFER LAUNCHED BY ZENIT S.P.A. ON ALL THE SPECIAL SHARES OF IL SOLE 24 ORE S.P.A

\* \* \* \* \*

## ZENIT S.P.A. EXCEEDS THE 80% THRESHOLD OF THE SHARE CAPITAL REPRESENTED BY SPECIAL SHARES OF IL SOLE 24 ORE S.P.A.

Rome, 25/06/2025 – With reference to the voluntary total public tender offer launched by Zenit S.p.A. (the "Offeror") pursuant to and for the purposes of Articles 102 et seq. of Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented (the "TUF"), announced on April 9, 2025 (the "Offer"), concerning all the special shares (the "Special Shares") of Il Sole 24 Ore S.p.A. (the "Issuer"), other than the Special Shares held by Confindustria and the treasury Special Shares held by the Issuer, the Offeror announces that, based on the acceptances received as of today, it has exceeded the threshold of 80% of the Issuer's share capital, and will thus hold – upon completion of the Offer, together with the Persons Acting in Concert – a total of at least 45,740,367 Special Shares of the Issuer, equal to 81.178% of the related share capital represented by Special Shares (taking into account (i) the 5,122,558 Special Shares, equal to 9.091% of the Issuer's share capital, tendered to the Offer as of today, (ii) the 40,287,607 Special Shares already held by the Offeror and the Persons Acting in Concert, equal to 71.501% of the Issuer's share capital, and (iii) the 330,202 treasury Special Shares held by the Issuer, equal to 0.586% of the related share capital).

Terms capitalized in this press release, unless otherwise defined, have the meaning attributed to them in the offer document relating to the Offer, approved by Consob by resolution No. 23560 of May 21, 2025 and published on May 23, 2025 (the "Offer Document"), available,inter alia, on the Issuer's website [\(www.gruppo24ore.ilsole24ore.com\)](http://www.gruppo24ore.ilsole24ore.com/).

The purpose of the Offer is to acquire the entire share capital of the Issuer and, in any case, to achieve the delisting of the Issuer from Euronext Milan. As indicated in the Offer Document, should the conditions for delisting not be met as a result of the Offer, the Offeror intends to pursue the delisting, subject to the approval of the competent corporate bodies, through the merger by incorporation of the Issuer into the Offeror (a non-listed company).

The Offeror specifies that (i) the Consideration is to be considered final and definitive and (ii) the Acceptance Period will not be extended in accordance with applicable regulations.

\*\*\*\*\*\*\*

It is reminded that the Acceptance Period will end at 5:30 p.m. on Monday, June 30, 2025.

THIS PRESS RELEASE SHALL NOT BE RELEASED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN (OR ANY EXCLUDED COUNTRY). THE INFORMATION PROVIDED IN THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL ANY SECURITIES OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OF AMERICA, IN ANY EXCLUDED COUNTRY OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER OR

## SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON WHO IS NOT PERMITTED BY LAW TO MAKE SUCH OFFER OR SOLICITATION.

The voluntary public tender offer described in this press release has been launched by Zenit S.p.A. on all the special shares of Il Sole 24 Ore S.p.A.

This press release does not constitute an offer to purchase or sell the special shares of Il Sole 24 Ore S.p.A.

The Offer is made through the publication of the related Offer Document approved by CONSOB. The Offer Document contains a complete description of the terms and conditions of the Offer, including the procedures for acceptance.

The Offer is promoted in Italy, since the special shares are listed on Euronext Milan, organized and managed by Borsa Italiana, and is made, on a non-discriminatory basis and on equal terms, to all shareholders of the Issuer.

The Offer will not be promoted or disseminated, directly or indirectly, in the United States of America, Australia, Canada, Japan or any other country where the Offer is not permitted in the absence of authorization from the relevant local authorities or would otherwise violate laws or regulations (the "Other Countries"), nor by using means of communication or international commerce (including, by way of example, postal network, fax, telex, e-mail, telephone or internet) of the United States of America, Australia, Canada, Japan or the Other Countries, nor through any structure of any of the financial intermediaries of the United States of America, Australia, Canada, Japan or the Other Countries, nor in any other manner.

Copies, whether whole or partial, of this press release, of the Offer Document, or of any document relating to the Offer, are not and must not be sent, nor in any way transmitted or otherwise distributed, directly or indirectly, in the United States of America, Australia, Canada, Japan or the Other Countries. Anyone receiving such documents must not distribute, send or transmit them (either by mail or by any other means or instrument of communication or commerce) into the United States of America, Australia, Canada, Japan or the Other Countries.

Tendering in the Offer by persons residing in countries other than Italy may be subject to specific obligations or restrictions provided for by legal or regulatory provisions. It is the sole responsibility of the recipients of the Offer to comply with such laws and, therefore, prior to tendering in the Offer, to verify the existence and applicability of such provisions by contacting their own advisors. Tenders in the Offer resulting from solicitations carried out in violation of the above restrictions will not be accepted.