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Banca Generali M&A Activity 2024

Nov 25, 2024

4184_tar_2024-11-25_d200e795-f9f8-4b0c-9841-38c026b00c04.pdf

M&A Activity

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Informazione
Regolamentata n.
0856-68-2024
Data/Ora Inizio Diffusione
25 Novembre 2024 17:01:49
Euronext Milan
Societa' : BANCA GENERALI
Identificativo Informazione
Regolamentata
: 198647
Utenza - Referente : BCAGENERALIN01 - Maggiolini
Tipologia : 3.1
Data/Ora Ricezione : 25 Novembre 2024 17:01:49
Data/Ora Inizio Diffusione : 25 Novembre 2024 17:01:49
Oggetto : VOLUNTARY TENDER OFFER ON ALL
ORDINARY SHARES OF INTERMONTE
PARTNERS SIM S.P.A. LAUNCHED BY
BANCA GENERALI S.P.A.

Testo del comunicato

Vedi allegato

PRESS RELEASE

This is an English courtesy translation provided solely for information purposes and, as such, shall not be relied upon by any recipient. The Italian version of this press release is the only official version and shall prevail in case of any discrepancy.

THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS NOTICE IS PROHIBITED IN ANY JURISDICTION IN WHICH IT CONSTITUTES A VIOLATION OF THE RELEVANT APPLICABLE LAW

VOLUNTARY TENDER OFFER ON ALL ORDINARY SHARES OF INTERMONTE PARTNERS SIM S.P.A. LAUNCHED BY BANCA GENERALI S.P.A.

Fulfilment of the antitrust condition

Fulfilment of the condition relating to the IVASS procedure

Notice pursuant to article 41, paragraph 2, letter c) of the Regulation adopted by CONSOB with resolution no. 11971 of 14 May 1999 (the "Issuers' Regulation")

Addendum to the undertaking to subscribe to the Tender Offer

Milan, 25 November 2024 - Banca Generali S.p.A. (the "Offeror") makes the following announcement with reference to the proposed voluntary tender offer (the "Tender Offer") over all the shares of Intermonte Partners SIM S.p.A. (the "Issuer" and the "Transaction") announced on 16 September 2024.

Fulfilment of the antitrust condition

completing the Transaction.

Following the notification made on 4 October 2024 by the Offeror to the Italian competition and markets authority (Autorità Garante della Concorrenza e del Mercato) pursuant to article 16(1) of Law no. 287/90, on 22 November 2024, such Authority communicated that it would not proceed with the opening of an investigation into the Transaction, as it does not represent a significant hindrance to effective competition in the relevant markets and does not cause the creation or strengthening of a dominant position.

Obtaining the above clearance is among the regulatory authorisations required for

CONTACS:

www.bancagenerali.com

Media Relations Michele Seghizzi Tel. +39 02 4082 6683

[email protected]

Investor Relations Giuliana Pagliari Tel: +39 02 4082 6548

[email protected]

Fulfilment of the condition relating to the IVASS procedure

Following the notification made on 4 October 2024 by Assicurazioni Generali S.p.A. to IVASS pursuant to art. 79 of legislative decree n. 9 of 7 September 2005 and articles 11 and 16 of the IVASS Regulations n.10 of 22 December 2015, such Authority has, on 22 November 2024, communicated that there will be no hindrances to the proposed Transaction, subject to the successful completion of the Transaction.

PRESS RELEASE

Obtaining the above clearance is among the regulatory authorisations required for completing the Transaction.

Purchase of shares on the market

Today, the Offeror carried out the following share purchase transactions concerning ordinary shares of the Issuer. Such transactions must be notified pursuant to article 41, paragraph 2, letter c) of the Issuers' Regulation.

Transaction date Trading venue Type
of
transaction
Amount
of
shares
Price
per
share
25 November 2024 Euronext
Growth Milan
Purchase 2,500 Euro 3.01

Transfer of shares subject to an undertaking to subscribe to the Tender Offer

As communicated on 16 September 2024, certain shareholders of the Issuer, including Alessandro Valeri (the "Shareholder"), undertook to subscribe to the Tender Offer.

In this context, it is announced that today the Shareholder has transferred all of the Issuer's shares held by him to a company of which he owns 99% of the share capital including its administration and representation. For this reason, said company has today acknowledged the undertaking to subscribe to the Tender Offer and expressed its commitment to be bound by all the obligations described therein.

THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS NOTICE IS PROHIBITED IN ANY JURISDICTION IN WHICH IT CONSTITUTES A VIOLATION OF THE RELEVANT APPLICABLE LAW

* * * * *

CONTACS:

www.bancagenerali.com

Media Relations Michele Seghizzi Tel. +39 02 4082 6683

[email protected]

Investor Relations Giuliana Pagliari Tel: +39 02 4082 6548

[email protected]

THIS DOCUMENT SHALL NOT BE CIRCULATED, PUBLISHED, OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN (OR ANY COUNTRY OTHER THAN ITALY)

* * * * *