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Saes Getters
M&A Activity • Jun 28, 2024
4297_rns_2024-06-28_dc4095cd-d086-4f22-844d-4f633e70d91f.pdf
M&A Activity
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Courtesy translation – for convenience only
S.G.G. HOLDING S.P.A.
****
TOTAL VOLUNTARY TENDER OFFER PROMOTED BY S.G.G. HOLDING S.P.A. ON THE ORDINARY SHARES OF SAES GETTERS S.P.A.
PRESS RELEASE1
PRESS RELEASE PURSUANT TO ARTICLE 41, PARAGRAPH 2, LETTER C), OF THE REGULATION ADOPTED BY CONSOB WITH RESOLUTION NO. 11971 OF MAY 14, 1999 AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED (THE "ISSUERS' REGULATIONS")
Milan, 28 th June 2024
With reference 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 the shares of SAES Getters S.p.A. (the "Issuer" or "SAES Getters" or "SAES"), the Offeror announces that on the date hereof, through Mediobanca – Banca di Credito Finanziario S.p.A., has carried out the purchase transactions on no. 113,952 Shares, to be disclosed pursuant to article 41, paragraph 2, letter c), of the Issuer's Regulations.
The purchase transactions have been carried out for a consideration not exceeding Euro 28.0 per SAES Share (i.e., the Consideration of the Offer).
As a result of the above purchase transactions, as of today's date, the Offeror holds no. 5,531,357 Shares, representing approx. 32,95% of the Issuer's share capital.
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.
| Date of the transaction |
Trading venue | Type of transaction | Number of SAES Shares |
Price (Euro) |
|---|---|---|---|---|
| June 28, 2024 | Euronext Milan | Purchase | 500 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 500 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 200 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 25 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 50 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 750 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 100 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 2,222 | 28.00 |
Appendix – Details regarding the purchase transactions of Shares carried out today by the Offeror and communicated pursuant to Article 41, paragraph 2, letter c), of the Issuers' Regulations
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.
| June 28, 2024 | Euronext Milan | Purchase | 7,934 | 28.00 |
|---|---|---|---|---|
| June 28, 2024 | Euronext Milan | Purchase | 1,410 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 210 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 400 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 500 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 150 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 500 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 50 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 100 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 250 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 500 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 343 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 61 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 150 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 250 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 300 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 250 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 107 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 9,306 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 980 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 7,941 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 7,205 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 10,000 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 49 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 11,884 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 402 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 1,866 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 16 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 2,328 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 1,323 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 18 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 3,920 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 7,413 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 191 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 172 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 34 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 181 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 46 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 95 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 508 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 455 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 652 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 28 | 28.00 |
|---|---|---|---|---|
| June 28, 2024 | Euronext Milan | Purchase | 1,929 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 122 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 80 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 14,143 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 12,275 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 358 | 28.00 |
| June 28, 2024 | Euronext Milan | Purchase | 220 | 28.00 |
* * *
The VTO is promoted exclusively in Italy, as the Shares are listed exclusively on the Euronext Milan – Euronext STAR Milan segment, and is addressed, under equal conditions, to all shareholders holding Shares. 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.
Any acceptance of the VTO resulting from solicitation activities carried out in violation of the above limitations will not be accepted.
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.
Participation in the VTO by parties 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 VTO to comply with these rules and, therefore, before joining the VTO, to verify their existence and applicability, by contacting their advisors.
Any acceptance of the VTO carried out in violation of the above limitations will not be accepted.
For more information: Image Building Media Relations Alfredo Mele, Carlo Musa, Federica Sivelli Ph. +39 02 89 011 300 Email: [email protected]