AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Saes Getters

Share Issue/Capital Change Jun 27, 2023

4297_rns_2023-06-27_dfcaaf7f-0658-41d2-93c0-33f76bd8b646.pdf

Share Issue/Capital Change

Open in Viewer

Opens in native device viewer

PRESS RELEASE

Notice pursuant to Article 84 of Consob Regulation No. 11971/1999 (the "Issuers' Regulation")

MANDATORY CONVERSION OF THE SAVINGS SHARES OF SAES GETTERS S.P.A. INTO ORDINARY SHARES.

RESULTS OF THE EXERCISE OF THE RIGHT OF WITHDRAWAL; FULFILMENT OF THE CONDITION REGARDING THE MAXIMUM DISBURSEMENT; PURCHASE OF THE SHARE SUBJECT TO WITHDRAWAL BY SAES GETTERS S.P.A.

Lainate (MI), 27 June 2023 - Further to the communication made on 8 June 2023, SAES Getters S.p.A. ("SAES Getters" or the "Company") announces the end, on 23 June 2023, of the period for the exercise of the right of withdrawal, pursuant to Article 2437, paragraph 1, lett. g) of the Italian Civil Code, by the holders of SAES Getters savings shares (the "Savings Shares") who did not take part in the approval of the resolution passed by the special meeting of the Company's savings shareholders held on 31 May 2023 (the "Special Meeting"), whereby, following the resolution passed by the extraordinary shareholders' meeting of the Company on the same date, the mandatory conversion of the Savings Shares into ordinary shares of the Company, with related and/or subsequent amendments to the Company's bylaws (the "Mandatory Conversion"), was approved.

At the end of the time period for the exercise of the right of withdrawal, on the basis of the communications received by the Company, the right of withdrawal has been validly exercised by just one savings shareholder, with respect to no. 1 Savings Share, for a liquidation value of Euro 21,46.

Considering the liquidation value of the withdrawal received, the condition for the Mandatory Conversion to take effect – according to which the amount that the Company will have to pay, at the end of the period for the exercise of the pre-emptive right and of the right of first refusal pursuant to Article 2437-quater of the Italian Civil Code, to the savings shareholders who did not vote in favor of the Mandatory Conversion and exercised their right of withdrawal, will not exceed the amount of Euro 5 million – has been fulfilled.

Given that the right of withdrawal has been exercised for just one Savings Share, the pre-emptive right and the right of first refusal pursuant to Article 2437-quater, paragraphs 1 and 2 of the Italian

Civil Code are not applicable. Furthermore, the Company has decided not to make the offer pursuant to Article 2437-quater, paragraph 4 of the Italian Civil Code. The one share subject to withdrawal, therefore, will be purchased by the Company pursuant to Article 2437-quater, paragraph 5 of the Italian Civil Code using the Company's available funds.

In this respect, please note that the Mandatory Conversion is one component of a single transaction which also includes the voluntary public partial tender offer promoted by SAES Getters, pursuant to article 102 of Legislative Decree No. 58 of 24 February 1998 ("TUF"), on no. 1,364,721 Savings Shares, at the price of Euro 29.31 per Savings Share, as better described in the Company's press release dated 31 May 2023 pursuant to articles 102 of the TUF and 37 of the Issuers' Regulation (the "Offer" and, together with the Mandatory Conversion, the "Transaction") and that the effectiveness of the Mandatory Conversion is subject to the completion of the Offer, in relation to which the Company has submitted the offer document to Consob, which is currently reviewing it.

Therefore, since the right of withdrawal follows the Mandatory Conversion and the related resolutions are conditional upon the completion of the Offer, the withdrawal exercised and the purchase and redemption by the Company will become effective only upon the completion of the Offer. Consequently, the settlement of the withdrawing shareholder's share will take place only after and subject to the payment date of the Offer. The share purchased by the Company will then be sold for a price not lower than the market price at the time of the relevant transaction reduced up to 10%. Please note that the Savings Share in relation to which the right of withdrawal has been exercised may not be tendered into the Offer.

The Company will make, pursuant to applicable laws, the communications regarding the Offer and the terms and conditions for the Mandatory Conversion to take effect agreed upon with Borsa Italiana S.p.A.

***

Contacts:

Emanuela Foglia Investor Relations Manager Tel. +39 02 93178 273 E-mail: [email protected]

Corporate Press Office Close to Media Tel. +39 02 70006237 Enrico Bandini E-mail: [email protected] Simone Bellanova E-mail: [email protected]

Talk to a Data Expert

Have a question? We'll get back to you promptly.