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Servizi Italia
M&A Activity • Mar 27, 2024
4419_tar_2024-03-27_f71e9ed9-d7c3-4325-a226-f26304b0a100.pdf
M&A Activity
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| Informazione Regolamentata n. 0868-42-2024 |
Data/Ora Inizio Diffusione 27 Marzo 2024 11:30:18 |
Euronext Star Milan | |
|---|---|---|---|
| Societa' | : | SERVIZI ITALIA | |
| Identificativo Informazione Regolamentata |
: | 188061 | |
| Utenza - Referente | : | SERVIZIITAN03 - Giliotti | |
| Tipologia | : | 3.1 | |
| Data/Ora Ricezione | : | 27 Marzo 2024 11:30:18 | |
| Data/Ora Inizio Diffusione : |
27 Marzo 2024 11:30:18 | ||
| Oggetto | : | The Board of Directors of Servizi Italia approves the merger by incorporation of the wholly owned subsidiary Ekolav S.r.l. |
|
Testo del comunicato
Vedi allegato
27 March 2024
The Board of Directors of Servizi Italia approves the merger by incorporation of the wholly owned subsidiary Ekolav S.r.l.
Castellina di Soragna, 27 March 2024
Further to what was communicated on 19 February 2024, it is hereby announced that today, the Board of Directors of Servizi Italia ("Servizi Italia" or "incorporating company") - a company listed on Euronext STAR Milan and a leader in the hospital services outsourcing market in Italy, Brazil, Turkey, India and Albania – approved, pursuant to Art. 2505, paragraph 2 of the Italian Civil Code and Article 17.2(a) of Company's Articles of Association, the merger by incorporation of the wholly owned subsidiary Ekolav S.r.l. ("Ekolav" or "merged company"), after a similar decision was taken today by the Shareholders' Meeting of Ekolav itself – having elapsed the 30 days required pursuant to Article 2501-ter, paragraph 4, of the Italian Civil Code from the registration of the merger project in the competent Company Registers.
Being a wholly-owned subsidiary of Servizi Italia, the merger has the effect of cancelling the Company's shareholding in Ekolav, equal to the latter's entire share capital pursuant to Article 2504-ter of the Italian Civil Code, with the Company taking over the assets of the company to be merged.
The resolutions, drawn up in notarial form pursuant to the law, shall be filed atthe competent Companies' Registers of Parma and Florence within the terms provided for by the laws in force, and the opposition period pursuant to Article 2503 of the Italian Civil Code, at the end of which the merger may be implemented through the execution of the deed of merger in the form of a public deed, shall commence from the date of registration in the Companies' Register of the last registration.
It should be noted that the minutes of the Board of Directors' meeting held today concerning the merger by incorporation of the wholly-owned subsidiary Ekolav into Servizi Italia, together with the documents pertaining to the merger, will be made available to thepublic at Company's registered office, on Company's website ir.servizitaliagroup.com and on the emarket Storage mechanism at within the terms and conditions set forth by the laws and regulations in force.
It should be noted that the reported merger qualifies as a "transaction between related parties" pursuant to Consob Regulation No. 17221/2010, as subsequently amended (the "Consob OPC Regulation") and the current "Regulation for Transactions with Related Parties" adopted by the Company (the "OPC Procedure"), since Ekolav is a (wholly) owned subsidiary of the issuer Servizi Italia. However, the transaction, which is of minor significance based on the indices established by the Consob RPT Regulations, is exempt from the application of the RPT Procedure, pursuantto Article 7.2 thereof, since it was entered into by Servizi Italia with its own subsidiary in which there are no significant interests of other related parties of the Company.
Please note that, pursuant to Article 3 of Consob Resolution No. 18079 of January 20, 2012, the Company avails itself of the waiver provided for in Articles 70, paragraph 8, and 71, paragraph 1-bis, of Consob Reg.
no. 11971/99 (as amended and supplemented), with reference to the obligations to publish the disclosure documents provided for in Annex 3B of the aforementioned Consob Regulation on the occasion of significant mergers, spin-offs, capital increases by contribution in kind, acquisitions and disposals.
This press release is disclosed using emarket SDIR system and it is now available on Company's website (ir.servizitaliagroup.com) as well as on eMarket STORAGE system ().
Servizi Italia S.p.A., a company based in Castellina di Soragna (PR) and listed on Euronext STAR Milan., has been a leader in Italy in the field of integrated rental, washing and sterilization services for textile materials and medical devices in the healthcare sector for over 35 years. The company, which together with its Italian and foreign subsidiaries forms the Servizi Italia Group, has a highly technological production platform, articulated in over 50 production plants in 6 countries and counts about 3,700 employees and collaborators: these are the numbers with which Servizi Italia contributes daily to the health and safety of professionals, patients and workers, respecting ethics and the environment in which it operates.
For further information:
Investor Relations Media Relations Servizi Italia Axel-Comm Srl Pietro Giliotti Arturo Salerni Tel: +39 0524598511 Tel. +39 338 5220260 [email protected] [email protected]