Delisting Announcement • Jul 9, 2024
Delisting Announcement
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Courtesy translation – for convenience only
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PRESS RELEASE PURSUANT TO ARTICLE 36 OF THE REGULATION ADOPTED BY CONSOB WITH RESOLUTION NO. 11971 OF MAY 14, 1999, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED (THE "ISSUERS' REGULATIONS")
July 9 th, 2024
The Offeror makes the following announcement with respect to the total voluntary public tender offer (the "Offer" or the "Tender Offer") pursuant to Articles 102 et seq. of Legislative Decree No. 58/1998 (the "TUF") promoted by S.G.G. Holding S.p.A. (the "Offeror") on maximum no. 11,731,762 SAES Shares, representing approx. 69.9% of the share capital of SAES Getters S.p.A. (the "Issuer" or "SAES Getters" or "SAES").
Capitalized terms used in this press release, unless otherwise defined, are courtesy translations from the Italian language of the same definitions used in the offer document approved by Consob by resolution No. 23118 of May 21, 2024 (the "Offer Document") published on May 23, 2024 and available on the Issuer's website www.saesgetters.com.
The Offeror announces that, on today's date, it has exercised the Squeeze Out pursuant to Article 111 of the TUF and the Sell-Out Procedure pursuant to Article 108, paragraph 1, of the TUF, and that the Joint Procedure has been carried out with respect to the remaining no. 632,865 SAES Shares, representing approximately 3.77% of the Issuer's share capital (the "Residual Shares").
The Offeror announces that it has communicated to the Issuer, pursuant to Article 111, paragraph 3, of the TUF, the deposit and the availability of an amount, equal to the consideration of the Joint Procedure, of Euro 17,720,220.00, in a bank account with Banca Monte dei Paschi di Siena S.p.A. (the "Bank") in the name of Intermonte SIM S.p.A., to be used exclusively, unconditionally and irrevocably for the payment of the consideration for the Residual Shares under the Joint Procedure.
Therefore, on today's date, pursuant to Article 111, paragraph 3, of the TUF, from the communication of the deposit of the amount for the purchase of the Residual Shares, the transfer to the Offer of the ownership of the Residual Shares has become effective, with the consequent recordings by the Issuer of the Offeror as the holder of the Residual Shares in the shareholders register.
Holders of the Residual Shares may obtain the payment of the consideration of the Joint Procedure directly from the Depository Intermediaries. The Offeror's obligation to pay the consideration of the Joint Procedure
1 The release, publication or distribution of this communication is not permitted in the United States of America, Canada, Japan, Australia and in any country where such communication would violate the relevant applicable regulation.
shall be deemed fulfilled as soon as the amounts are transferred to the Appointed Intermediaries from which the Residual Shares subject to the Joint Procedure are delivered. The risk that the Appointed Intermediaries or the Depository Intermediaries fail to transfer such amounts or delay their transfer shall be borne exclusively by the shareholders.
Pursuant to Article 2949 of the Italian Civil Code, upon expiry of the statute of limitations period of five years from the deposit of the amounts for the payment of the consideration of the Joint Procedure, the Offeror shall be entitled to obtain the reimbursement of the amount deposited as consideration of the Joint Procedure and not collected by the holders of the Residual Shares.
The Offeror announces that, by resolution no. 9004 of July 3, 2024, Borsa Italiana has ordered the Delisting of SAES Shares from the Euronext Milan – STAR Segment as of today's date, upon prior suspension from trading on the Euronext Milan – STAR Segment on July 5, 2024, and July 8, 2024.
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The VTO has been promoted exclusively in Italy, as the Shares are listed exclusively on the Euronext Milan – Euronext STAR Milan segment.
The VTO has not been and will not be promoted or disseminated, directly or indirectly, in the United States of America, Canada, Japan and Australia, as well as in any other State in which the VTO is not permitted in the absence of authorisation by the competent authorities or other obligations by the Offeror or is in violation of local rules or regulations (the "Other Countries"), or by using means of communication or international trade (including, by way of example, the postal network, fax, telex, e-mail, telephone and internet) of the United States of America, Canada, Japan, Australia or of the Other Countries, or through any structure of any of the financial intermediaries of the United States of America, Canada, Japan, Australia or the Other Countries, or in any other way. A copy of the Offer Document, or portions thereof, as well as a copy of any document relating to the VTO, are not and must not be sent, nor in any way transmitted, or in any case distributed, directly or indirectly, in the United States of America, Canada, Japan, Australia or Other Countries. Anyone who receives the aforementioned documents must not distribute or send them (either by post or by any other means or instrument of communication or international trade) in the United States of America, Canada, Japan, Australia or Other Countries.
The Offer Document, as well as any other document relating to the VTO, do not constitute and may not be interpreted as an offer of financial instruments addressed to parties domiciled and/or resident in the United States of America, Canada, Japan, Australia or Other Countries. No instrument may be offered or sold in the United States of America, Canada, Japan, Australia or in the Other Countries without specific authorisation in accordance with the applicable provisions of the local law of those states or of the Other Countries or in derogation from the same provisions.
Image Building Media Relations Alfredo Mele, Carlo Musa, Federica Sivelli Ph. +39 02 89 011 300 Email: [email protected]
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