M&A Activity • Jul 16, 2025
M&A Activity
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| Informazione Regolamentata n. 0147-114-2025 |
Data/Ora Inizio Diffusione 16 Luglio 2025 19:18:40 |
Euronext Star Milan | |
|---|---|---|---|
| Societa' | : | BANCA IFIS | |
| Identificativo Informazione Regolamentata |
: | 208094 | |
| Utenza - referente | : | IFISN04 - DA RIO | |
| Tipologia | : | REGEM | |
| Data/Ora Ricezione | : | 16 Luglio 2025 19:18:40 | |
| Data/Ora Inizio Diffusione | : | 16 Luglio 2025 19:18:40 | |
| Oggetto | : | OPAS ILLIMITY: THE FINAL RESULTS OF THE REOPENING OF TERMS CONFIRM THE PROVISIONAL RESULTS. |
|
Testo del comunicato
Vedi allegato

THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE, IN WHOLE OR IN PART, IS PROHIBITED IN ANY COUNTRY WHERE IT WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE LAWS IN SUCH JURISDICTION
VOLUNTARY TENDER AND EXCHANGE OFFER PROMOTED BY BANCA IFIS S.P.A. OVER ALL THE SHARES OF ILLIMITY BANK S.P.A.
pursuant to Article 41, paragraph 6, of the Regulation adopted by CONSOB resolution 14 May 1999, no. 11971 ("Issuers' Regulations").
*** * ***
Mestre (Venice), 16 July 2025 – Banca Ifis ("Banca Ifis" or the "Offeror") announces that the final results of the reopening of terms of acceptance to the Offer over illimity Bank S.p.A. ("illimity" or the "Issuer") have confirmed the provisional results announced on Friday 11 July 2025. Therefore, the total amount of illimity Shares held by Banca Ifis as of the date hereof, including the Treasury Shares of illimity, is equal to 92.488%. This press release is issued pursuant to Article 41, paragraph 6, of the Issuers' Regulations and includes the final results of the reopening of terms of the voluntary totalitarian tender and exchange offer (the "Offer") promoted by Banca Ifis pursuant to Articles 102 and 106, paragraph 4, of Legislative Decree 24 February 1998, no. 58 (the "CFA")1 over the ordinary shares of illimity Bank S.p.A.
The final results of the Offer communicated at the end of the Reopening of Terms by Equita SIM S.p.A. in its capacity as Intermediary in Charge of Coordinating the Collection of Acceptances confirm that acceptances in the period amounted to 7.208% of the share capital of illimity (equal to no. 6,059,833 illimity Shares). Therefore, the final results are the same as the provisional results announced on 11 July 2025.
Therefore, taking into account (i) the no. 70,694,489 illimity Shares already tendered to the Offer during the Acceptance Period, (ii) the no. 998,182 Treasury Shares held by the Issuer and (iii) the no. 6,059,833 illimity Shares tendered during the Reopening of Terms, on the Payment Date Following the Reopening of Terms (i.e., on 18 July 2025) Banca Ifis will hold (directly and, as regards the Treasury Shares, indirectly) no. 77,752,504 illimity Shares, representing 92.488% of the Issuer's share capital.
1 Capitalized terms used in this press release, unless otherwise defined, have the same meaning attributed to them in the offer document relating to the Offer, approved by CONSOB with resolution no. 23543 of 7 May 2025 and published on 9 May 2025 (the "Offer Document").


The final results at the end of the phase of Reopening of Terms, moreover, confirm the occurrence of the legal requirements for the payment of the 5% premium in cash which was conditional upon reaching a stake higher than 90% of the share capital of illimity. It should be noted that on 24 June 2025 the Offeror announced that if, upon the outcome the Offer, as a result of the acceptances to the Offer during the Acceptance Period and/or during the Reopening of Terms, it were to hold a stake higher than 90% of the Issuer's share capital (the "90% Threshold"), it would pay a 5% premium in cash equal to Euro 0.1775 (the "Additional Consideration in Cash"), for each illimity Share tendered to the Offer.
In light of the above, based on the final results of the Reopening of Terms, the Offeror announces that the legal requirements for the payment of the Additional Consideration in Cash have occurred.
Payment of the Consideration will be made on 18 July 2025. On such date, against the transfer to the Offeror of the ownership of the illimity Shares tendered during the Reopening of Terms, Banca Ifis will:
The Offeror will make the Consideration available to the Intermediary in Charge of Coordinating the Collection of Acceptances and the latter will transfer it to the Designated Intermediaries and/or the Depositary Intermediaries, who will (i) credit to the accounts of their respective clients (with regard to Euro 1.6835 or the sole Additional Consideration in Cash, as the case may be) and (ii) transfer the Offered Banca Ifis Shares (with regard to the Consideration in Shares to be paid to the Adherents during the Reopening of Terms) to the securities account of their respective clients, in accordance with the instructions provided in the Acceptance Form by the Adherents who tendered their illimity Shares to the Offer during the Reopening of Terms.
Payment of the Cash Amount of the Fractional Part to the Adherents who tendered their illimity Shares to the Offer during the Reopening of Terms will be made within 25 July 2025, as provided for in Section F, Paragraph F.6 of the Offer Document.
Based on the final results of the Reopening of Terms, the Offeror confirms the occurrence of the legal requirements for the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA, since the Offeror has come to hold an overall stake higher than 90%, but lower than 95%, of the Issuer's share capital (calculated taking into account the no. 76,754,322 illimity Shares tendered to the Offer, as well as the no. 998,182 Treasury Shares held by the Issuer which, for the purpose of calculating the threshold provided for by Article 108, paragraph 2, of

the CFA, shall be counted in the overall stake held by the Offeror (numerator) without being deducted from the share capital of the Issuer (denominator).
Therefore, the Offeror – as represented in the Offer Document – will not restore a free float sufficient to ensure the regular trading of the illimity Shares and will fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA, in relation to the no. 7,313,486 illimity Shares, representing 8.700% of the Issuer's share capital (including the Treasury Shares) (the "Remaining Shares").
The terms and timing of the procedure through which the Offeror will fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA (the "Procedure to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA") are described below.
In the context of the Procedure to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA, the Offeror will pay the Shareholders of the Issuer who request the Offeror to purchase their Remaining Shares pursuant to Article 108, paragraph 2, of the CFA the consideration for each Remaining Share set out in accordance with Article 108, paragraphs 3 and 5, of the CFA, that is:
The exact amount of the Alternative Consideration in Cash will be announced by the Offeror through a separate press release.
The period agreed upon with Borsa Italiana during which the Offeror will fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA and the holders of Remaining Shares may, by submitting a Sale Request, request the Offeror to acquire such illimity Shares, will begin at 8:30 a.m. (Italian time) on 28 July 2025 and will end at 5:30 p.m. (Italian time) on 29 August 2025 (the "Period for the Submission of the Sale Requests"), without prejudice to any extensions pursuant to the applicable regulations.
The holders of Remaining Shares who intend to request the Offeror to purchase such illimity Shares in the context of the Procedure to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA (the "Requesting Shareholders") shall submit a request for sale by executing and delivering to a Designated Intermediary the specific form (which will be available, inter alia, at the offices of the Intermediary in Charge of Coordinating the Collection of Acceptances, the Designated Intermediaries and at the Offeror's websites) duly completed in all of

its parts (the "Sale Request") and simultaneously depositing the Remaining Shares with such Designated Intermediary, within the end of the Period for the Submission of the Sale Requests.
The Designated Intermediaries that will collect the Sale Requests are the same Designated Intermediaries that have collected the acceptances to the Offer (as indicated in Section B, Paragraph B.3, of the Offer Document), i.e. Equita SIM S.p.A. (the Intermediary in Charge of Coordinating the Collection of Acceptances), BNP Paribas, Succursale Italia, BANCA MONTE DEI PASCHI DI SIENA S.p.A., Banca Akros – Gruppo Banco BPM e Intermonte SIM S.p.A. The holders of the Remaining Shares can also deliver the Sale Requests to, and deposit the Remaining Shares indicated therein with, any of the Depositary Intermediaries, provided that the delivery and deposit are made in time for the Depositary Intermediaries to deposit the Remaining Shares with a Designated Intermediary no later than the last day of the Period for the Submission of the Sale Requests.
Only those Remaining Shares that are duly registered (in dematerialized form) and available in an account of the Requesting Shareholder opened at a Depositary Intermediary may be sold to the Offeror in the context of the Procedure to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA. Moreover, such illimity Shares shall be freely transferable to the Offeror, free from encumbrances of any kind and nature, whether in rem, obligatory or personal. Finally, the Remaining Shares obtained through transactions performed on the market may be the subject of a Sale Request only after settlement of such transactions in the context of the clearing system.
The Sale Requests by minors or persons under guardianship or receivership, in accordance with applicable law provisions, which are executed by the parent(s), guardian(s) or receiver(s), if not accompanied by the authorization of the guardianship or receivership court, will be accepted under reservation and will be counted for purposes of determining the percentages of acceptances to the Procedure to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA only if the authorization is received by the Depositary Intermediary or the Designated Intermediary before the end of the Period of for the Submission of the Sale Requests and the payment of the Consideration to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA for such Sale Requests will occur in any case only after the authorization is received. Once the authorization has been obtained from the guardianship court, the Requesting Shareholder shall inform the Designated Intermediary so that the "reserve" is no longer applicable and therefore the Sale Request is definitively accepted. In the case of Remaining Shares recorded in the name of minors and subject to usufruct, the authorization of the competent court is also required for the purpose of extinguishing the usufruct on the Remaining Shares and the reconstitution of the usufruct on the Offered Banca Ifis Shares, as the case may be.
Since the illimity Shares are held in a dematerialized form, the execution and delivery of the Sale Request will constitute an irrevocable mandate and instruction given by each holder of the Remaining Shares to the Designated Intermediary, or to the relevant Depositary Intermediary at whose securities account the Remaining Shares are deposited, to perform all the necessary formalities for the transfer of the Remaining Shares to the Offeror, including through temporary accounts at such intermediaries, if applicable.
For the entire period that the Remaining Shares set forth in a Sale Request are bound to the Procedure to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA and, thus, until the Payment Date of the Consideration to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA, the rightsholders of the Remaining Shares may still exercise the economic rights (e.g., option rights) and administrative rights (such as the right to vote) pertaining to such Remaining Shares, which shall remain the property of such rightsholders. However, during the same period, the Remaining Shares cannot be transferred or disposed of, nor any encumbrance may be placed on the Remaining Shares. The Sale Requests submitted by the holders of Remaining Shares (or by their duly empowered representatives) during the Period for the Submission of the Sale Requests may not be withdrawn.

The transfer to the Offeror of the ownership of the Remaining Shares subject of the Sale Requests and the payment to the Requesting Shareholders of the Consideration to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA will be made on the fifth Trading Day following the end of the Period for the Submission of the Sale Requests, i.e. on 5 September 2025, without prejudice to any extensions pursuant to the applicable laws and regulations (the "Payment Date of the Consideration to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA"). In particular, on the Payment Date of the Consideration to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA, Banca Ifis will:
all in compliance with the procedures set forth in the Sale Requests.
No interest will be paid by the Offeror or any other person on the Consideration in Cash and on the Alternative Consideration in Cash.
If the Requesting Shareholder (who did not request the Alternative Consideration in Cash in his/her/its Sale Request) is entitled to a Consideration in Shares composed of a non-integer number of Banca Ifis Shares (including the case in which the Requesting Shareholder requests the sale of a number of illimity Shares lower than 10, which is the minimum number of illimity Shares that, when multiplied by 0.1, allows to obtain at least 1 Banca Ifis Share as Consideration in Shares), the Designated Intermediary or the Depositary Intermediary to which the Requesting Shareholder submitted his/her/its Sale Request shall indicate in the Sale Request the fractional part of the Banca Ifis Shares due to such Requesting Shareholder (any such fractional component, a "Fractional Part"). Each Designated Intermediary, also on behalf of the Depositary Intermediaries that have delivered Sale Requests to it, will inform the Intermediary in Charge of Coordinating the Collection of Acceptances on the number of Banca Ifis Shares resulting from the aggregation of all the Fractional Parts delivered to such Designated Intermediary.
The Intermediary in Charge of Coordinating the Collection of Acceptances – on behalf and in the name of the Requesting Shareholders and based on the communication received by each Designated Intermediaries (also on behalf of the Depositary Intermediaries) – will aggregate all the Fractional Parts of the Banca Ifis Shares and sell the resulting integer number of Banca Ifis Shares on Euronext Milan, Euronext STAR Milan, at market conditions. The cash proceeds of such sales will then be transferred to each Designated Intermediary that will distribute to the relevant Requesting Shareholders the respective cash amount of the Fractional Part (such cash amount corresponding to the Fractional Part, the "Cash Amount of the Fractional Part") as follows: within 10 Trading Days after the Payment Date of the Consideration to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA (i.e., by 19 September 2025), the Intermediary in Charge of Coordinating the Collection of Acceptances will credit the proceeds of the sale (in Euro) to the Depositary Intermediaries, through the Designated Intermediaries, so to transfer to each Depositary Intermediary an amount equal to the Cash Amount of the Fractional Part due to the Requesting Shareholders that submitted a Sale Request (without requesting the

Alternative Consideration in Cash). The Depositary Intermediaries will, in turn, distribute and credit such proceeds to the Requesting Shareholders, according to the procedures indicated in the Sale Request.
Owners of the Remaining Share shall not bear any cost or commission neither for the allocation of the Banca Ifis Shares nor for the payment of the Cash Amount of the Fractional Part. In any event, no interest will be paid on the Cash Amount of the Fractional Part.
The Offeror's obligation to pay the Consideration to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA or the Alternative Consideration in Cash, as the case may be, shall be deemed to have been fulfilled when the Consideration to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA and the Cash Amount of the Fractional Part (if any) or, if requested, the cash amount equal to the Alternative Consideration in Cash, will have been transferred to the Designated Intermediaries. The Requesting Shareholders will bear the entire risk that the Designated Intermediaries and/or the Depositary Intermediaries fail to transfer the Consideration to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA or the Cash Amount of the Fractional Part or the Alternative Consideration in Cash to them (or their successor), or delay such transfer.
As represented in the Offer Document, if in the context of the Procedure to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA, the Offeror comes to own – as a result of the acquisition of the Remaining Shares that are the subject of the Sale Requests – an aggregate stake at least equal to 95% of the Issuer's share capital, the Offeror will exercise the Right to Purchase pursuant to Article 111 of the CFA and, concurrently, will fulfil the Purchase Obligation pursuant to Article 108, paragraph 1, of the CFA vis-à-vis the Shareholders of the Issuer that so request through a specific joint procedure that will be agreed upon with CONSOB and Borsa Italiana (the "Joint Procedure").
The terms of the Joint Procedure will be announced by the Offeror prior to its commencement. The Joint Procedure will target all of the remaining outstanding illimity Shares not yet held by the Offeror and will result in the transfer of ownership of each of those illimity Shares to the Offeror.
The consideration due for the illimity Shares purchased by the Offeror as a result of the exercise of the Right to Purchase and the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 1, of the CFA would be set in compliance with Article 108, paragraphs 3, 4 and 5, of the CFA, as referred to in Article 111, paragraph 2, of the CFA, as well as in compliance with Articles 50, 50-bis and 50-ter of the Issuers' Regulations as referred to in Article 50-quater of the Issuers' Regulations and, thus, will be equal to the Consideration to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA. Hence, upon conclusion of the Joint Procedure, the remaining Shareholders of the Issuer would receive, for each illimity Share, the Consideration to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA, unless, in the context of the Joint Procedure, they have actively requested to receive the Alternative Consideration in Cash.
The Offeror will announce whether the legal requirements for the Right to Purchase pursuant to Article 111 of the CFA and for the Purchase Obligation pursuant to Article 108, paragraph 1, of the CFA – i.e. for the Joint Procedure – have occurred, inter alia, in the press release on the results of the Procedure to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA.

It should be noted that Borsa Italiana, pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations, will order the delisting of the illimity Shares from listing on Euronext Milan, Euronext STAR Milan segment, starting from the first Trading Day following the Payment Date of the Consideration to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA, without prejudice to the occurrence of the legal requirements for the exercise of the Right to Purchase.
Should the Delisting occur subsequently to the Procedure to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA, it should be noted that the Shareholders of the Issuer that have not requested to the Offeror to purchase their Remaining Shares in the context of the Procedure to Fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA, will eventually hold financial instruments that are not traded on any regulated market, with subsequent difficulties in liquidating their investment.
***
This press release does not constitute, nor is it intended to constitute, an offer, invitation or solicitation to buy or otherwise acquire, subscribe, sell or otherwise dispose of financial instruments, and no sale, issuance or transfer of financial instruments of illimity Bank S.p.A. and/or Banca Ifis S.p.A. will be made in any Country in violation of the applicable laws. The Offer is carried out by means of the publication of the relevant offer document approved by CONSOB. The offer document contains the full description of the terms and conditions of the Offer, including the terms and conditions of acceptance.
The publication or dissemination of this press release in Countries other than Italy may be subject to restrictions under the applicable law and, therefore, any person subject to the laws of any Country other than Italy should independently obtain information about any restrictions under the applicable laws and regulations and ensure that they comply with them. Any failure to comply with such restrictions may constitute a violation of the applicable laws of the relevant Country. To the fullest extent permitted by the applicable laws and regulations, the persons involved in the Offer shall be held harmless from any liability or detrimental consequence that may arise out of the breach of the above restrictions by such relevant persons. This press release has been prepared in accordance with the laws of Italy and the information contained herein may be different from that which would have been disclosed if the notice had been prepared in accordance with the laws of Countries other than Italy.
No copy of this press release nor any other document relating to the Offer will be, nor may be, sent via mail or otherwise transmitted or distributed in any or from any Countries where the provisions of the local laws may give rise to civil, criminal or regulatory risks if information concerning the Offer is transmitted or made available to shareholders of illimity Bank S.p.A. in such Country or any other Country where such conduct would constitute a violation of the laws of such Country and any person receiving such documents (including as custodian, trustee or trustee) is required not to send via mail or otherwise transmit or distribute the same to or from any such Country.
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Davide Tammaro Head of Brand, Corporate Communications & Sustainability [email protected] +39 366 6258525
Martino Da Rio Head of IR and Corporate Development Banca Ifis S.p.A. +39 02 24129953
Davide Pastore Media Relations Manager [email protected] +39 337 1115357



www.bancaifis.it
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| Fine Comunicato n.0147-114-2025 | Numero di Pagine: 11 |
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