INTESA SANPAOLO: CONSOB CLEARS THE OFFER DOCUMENT FOR THE MANDATORY COMPLETE-ACQUISITION PUBLIC TENDER OFFER ON THE CARIFIRENZE SHARES

• Consideration in cash equal to 6.735 euro for each "cum dividend" share
• Acceptance period from 10 March to 1 April 2008
• Date of payment of the consideration on 4 April 2008

Torino, Milano, 4 March 2008 -Intesa Sanpaolo S.p.A. discloses that today CONSOB, pursuant to art. 102, par. 4 of Legislative Decree 58/1998, as subsequently amended and integrated ("TUF" - Testo Unico della Finanza), has cleared the document for publishing (the "Offer Document") related to the public tender offer to purchase (the "Offer") launched by Intesa Sanpaolo S.p.A. (the "Offeror") pursuant to articles 102, 106, par. 1 and 109, par. 1 and 2, of TUF on all the ordinary shares of Banca Cassa di Risparmio di Firenze ("Cassa" or "Issuer").
The essential elements of the Offer, its purposes, the guarantees and the means of financing provided for by the Offer are described below.

1. LEGAL CONDITIONS OF THE OFFER
The Offer is a mandatory complete-acquisition public tender offer launched pursuant to articles 102, 106, par. 1 and 109, par. 1 and 2 of TUF as amended by Legislative Decree of 19 November 2007 and - until the regulations and implementation instructions provided for by the same Decree come into effects - in accordance with current implementation instructions, where compatible, contained in CONSOB Regulation No. 11971/1999, as subsequently amended and integrated (the "Issuers Regulation").
The obligation to promote the Offer arose for Intesa Sanpaolo S.p.A., jointly with Ente Cassa di Risparmio di Firenze ("Ente Firenze") pursuant to articles 106, par. 1, and 109, par. 1 and 2, of TUF - being the entities which acted together, pursuant to art. 101-bis, par. 4, letters (a) and (e) of TUF - in the transaction whose completion led Intesa Sanpaolo S.p.A. to acquire the control of the Issuer.
Such complex transaction may be summarised as follows:
(i) on 26 July 2007, the Offeror, on one side, and Ente Firenze, Fondazione Cassa di Risparmio di Pistoia e Pescia, Fondazione Cassa di Risparmio di La Spezia and So.Fi.Ba.R -Società Finanziaria di Banche Romagnole S.p.A. (jointly the "Shareholders of the Cassa"), on the other side, executed a share swap agreement and shareholders' agreement (the "Share Swap Agreement"), providing for, among other things, the terms and conditions of the share swap (the "Share Swap") of a total of 398,904,617 own ordinary shares of the Offeror against a total of 334,090,969 ordinary shares of the Issuer - representing 40.308% of the Issuer's outstanding share capital at the Offer Document date - held by the Shareholders of the Cassa;
(ii) on 29 January 2008, the Share Swap was completed, following which the Offeror has acquired control of the Issuer, having reached a 58.876% interest in the current share capital of the Issuer - which before the finalisation of the transaction herein described was 18.569% of the ordinary share capital of the Cassa - and thus exceeding the 30% threshold pursuant to art. 106, par. 1, of TUF;
(iii) on 29 January 2008, the shareholders' agreement concerning the Issuer, relevant pursuant to art. 122 of TUF and executed by the Offeror and Ente Firenze on 26 July 2007 (the "Post Share Swap Agreement") became effective.
In any case, the obligation to launch the Offer - as set forth in the Share Swap Agreement and in the Post Share Swap Agreement - is met exclusively by Intesa Sanpaolo S.p.A., which shall entirely bear all costs, including the payment of the relative consideration, keeping Ente Firenze harmless from any related costs and charges.

2. ESSENTIAL ELEMENTS OF THE OFFER
2.1 OFFEROR
The Offeror is "Intesa Sanpaolo S.p.A.", a joint stock corporation, Parent Company of the Intesa Sanpaolo Banking Group, with registered office in Torino, Piazza San Carlo 156, and secondary registered office in Milano, Via Monte di Pietà 8. The Offeror was established on 10 October 1925 and expires on 31 December 2100.
At the present date, the Offeror's subscribed and paid-in share capital is equal to 6,646,547,922.56 euro, represented by 12,781,822,928 shares with a nominal value of 0.52 euro each, comprising 11,849,332,367 ordinary shares and 932,490,561 non-convertible saving shares. The shares of the Offeror are currently listed on the MTA, the Italian Electronic Share Market.

2.2 ISSUER
The company name of the Issuer is "Cassa di Risparmio di Firenze S.p.A.", in short also "Banca CR Firenze S.p.A.".
The Issuer is a joint stock corporation, authorised to exercise banking activities and offer investment services, with registered office in Firenze, Via Bufalini 6, which was established as a joint stock corporation following the demerger from the pre-existing Cassa di Risparmio di Firenze, established in 1829, with the demerger act of 10 April 1992. The company expiry date in the Articles of Association is 31 December 2100.
The Issuer is part of the Intesa Sanpaolo Banking Group.
At the present date, the Issuer's share capital is equal to 828,836,017.00 euro, represented by 828,836,017 ordinary shares of nominal value 1.00 euro each. The shares of the Issuer are currently listed on the MTA, the Italian Electronic Share Market. The issuer has not issued any other category of shares.

2.3 SECURITIES SUBJECT TO THE OFFER
The Offer refers to 255,569,436 ordinary shares of the Issuer, having a nominal value of 1.00 euro each, enjoyment as of 1 January 2007 (the "Shares"), that is all the issued ordinary shares of the Issuer, excluding 573,266,581 ordinary shares of the Issuer owned by the Offeror and by Ente Firenze.
The Shares represent 30.835% of the Issuer's share capital. The number of Shares could decrease should the Offeror until the expiry of the acceptance period purchase further shares of the Issuer outside the Offer, without prejudice to the provisions of art. 41, par. 2, lett. b), and art. 42, par. 2, of the Issuers Regulation.

 

2.4 CONSIDERATION AND MAXIMUM DISBURSMENT
The Offeror will pay to each person who will accept the Offer a consideration in cash equal to 6.735 (six/735) euro for each "cum dividend" Share (that is, inclusive of the coupon to receive any dividend distributed by the Issuer related to financial year 2007) tendered in the Offer (the "Consideration"). Please note that the Consideration is expressed complete to three decimal points, while in the previous communications to the market concerning the Offer reference was made to two decimal points.
Moreover, any dividend of the Issuer accrued as at 31 December 2007 could be distributed - if so resolved upon by the competent corporate bodies - before the Date of Payment (as defined herein below) and/or the completion of the procedures related to any eventual obligation to acquire provided for by art. 108, par. 1 and 2, of TUF and/or any eventual squeeze-out right provided for by art. 111 of TUF.
Please note that on 3 March 2008, the Board of Directors of the Issuer resolved to propose to the Shareholders' Meeting to be held on 10 April 2008, a dividend of 0.13 euro per share. As described in the press release published by the Issuer on 3 March 2008, the dividend, if any, will be distributed on 29 May 2008, with presentation of coupon No. 2 on 26 May 2008.
Therefore, the Offeror will offer the parties to which the Offer is made - both within the Offer and within the eventual procedures for the obligation to acquire provided for by art. 108, par. 1 and 2, of TUF and/or for the squeeze-out right provided for by art. 111 of TUF - for the purposes of the respect of the equal treatment principle, the following alternatives:
(i) deliver the "cum dividend" Shares (that is, inclusive of the coupon to receive any dividend distributed by the Issuer related to financial year 2007), for a consideration of 6.735 euro; or
(ii) deliver the "ex dividend" Shares (that is, not inclusive of the coupon to receive any dividend distributed by the Issuer related to financial year 2007), for a unit consideration of 6.735 euro deducted the value of any dividend for 2007 collected by the holder.
The Consideration was calculated pursuant to art. 106, par. 2, of TUF, and is equal to the highest price paid by the Offeror and/or by Ente Firenze for the purchase of "cum dividend" shares of the Issuer (that is, inclusive of the coupon to receive any dividend distributed by the Issuer related to financial year 2007) in the twelve months preceding 25 July 2007, which is the date of the first communication to the market, pursuant to art. 66 of the Issuers Regulation, of the transaction that, with the execution of the Share Swap, determined the obligation to launch the Offer, and its essential terms. Please note that in the period between 25 July 2007 and the date of execution of the Share Swap (i.e. on 29 January 2008), the Offeror and Ente Firenze did not acquire shares of the Issuer at a price higher than the Consideration.
The Offer foresees a maximum disbursement equal to 1,721.26 million euro (the "Maximum Disbursement").

 

 

 

2.5 DATE OF PAYMENT OF THE CONSIDERATION
The Consideration will be paid to each person who accepts the Offer, for the simultaneous transfer of the titles of the Shares, on the third trading day (the "Date of Payment") following the ending of the acceptance period (i.e. 4 April 2008).

2.6 EFFECTIVENESS CONDITIONS OF THE OFFER
The Offer is not subject to any condition precedent and in particular is not conditional upon the achievement of a minimum threshold of acceptances.

2.7 DURATION AND MEANS OF ACCEPTANCE OF THE OFFER
The acceptance period of the Offer, agreed with Borsa Italiana S.p.A. in compliance with applicable laws and regulations, corresponding to fifteen trading days, will start at 8.00 (Italian time) of 10 March 2008 and will expire at 17.30 (Italian time) of 1 April 2008, without prejudice to the extension of the acceptance period, with the means of acceptance of the Offer described in paragraph C.4 of the Offer Document.

3. PURPOSES OF THE TRANSACTION
The acquisition of control of the Issuer enables the Offeror to markedly strengthen its competitive positioning in the 5 regions of Central-Northern Italy where the Issuer's branch network is concentrated - in Tuscany, above all.
The delisting of the Issuer's shares is one of the primary objectives of the Offeror and of Ente Firenze.
Should it not be possible to delist the Issuer's shares within 31 December 2008 as a result of the Offer, should the conditions not be met for the obligation to acquire provided for by art. 108, par. 1 and 2, of TUF and/or for of the exercise of the squeeze-out right provided for by art. 111 of TUF, the Offeror and Ente Firenze have reciprocally acknowledged that their preferred solution, which both agree is feasible, for the purposes of reaching in the shortest time the objective of the delisting, is the merger by incorporation of the Issuer into an unlisted company wholly-owned by the Offeror, and is authorised pursuant to art. 14 of the Consolidated Law on Banking (TUB - Testo Unico Bancario). The Offeror and Ente Firenze have in any case undertaken to negotiate and identify, in bona fide, solutions, which may even be alternative to the aforesaid merger, which in the respect of applicable regulations will allow the achievement of such objective.

4. OBLIGATION TO ACQUIRE - SQUEEZE-OUT RIGHT

4.1 OBLIGATION TO ACQUIRE PROVIDED FOR BY ARTICLE 108, PAR. 2, OF TUF
Should the Offeror and Ente Firenze - jointly considered pursuant to art. 109, par. 1 and 2, of TUF - due to the acceptances of the Offer and any purchases made outside the Offer during the acceptance period, come to own a shareholding exceeding 90.5% (the threshold resolved upon by CONSOB with resolution No. 16368 of 4 March 2008 pursuant to art. 112 of TUF) but lower than 95%, of the share capital of the Issuer, the Offeror declares from now, also on behalf of Ente Firenze, that it shall not restore the free float sufficient to ensure regular trading.

The subsequent obligation, arising jointly on Intesa Sanpaolo and on Ente Firenze, to buy the Shares not tendered in the Offer from any person who so requests, pursuant to articles 108, par. 2, and 109, par. 1 and 2, of TUF, will be met exclusively by the Offeror.
Pursuant to art. 108, par. 3, of TUF, the obligation to acquire provided for by art. 108, par. 2, of TUF will be met by the Offeror by paying a consideration in cash of 6.735 (six/735) euro for each of the "cum dividend" Shares (that is, inclusive of the coupon to receive any dividend distributed by the Issuer related to financial year 2007) so acquired, equal to the Consideration of the Offer.
The Offeror will comply with the obligation to acquire provided for by art. 108, par. 2, of TUF through the reopening of the terms of the Offer, pursuant to art. 108, par. 6, of TUF.
As concerns compliance with the obligation to acquire provided for by art. 108, par. 2, of TUF, the Offeror will indicate in a specific paragraph of the notice containing the results of the Offer - which will be published pursuant to art. 41, par. 5, of the Issuers Regulation - if as a result of the Offer the conditions set out by law provided for by art. 108, par. 2, of TUF are met. Should they be met, the notice will also provide information on: (i) the quantity of residual Shares (in absolute and relative terms); (ii) the date and the means of publication of the further notice providing information on the means and terms with which the Offeror will comply with the obligation to acquire provided for by art. 108, par. 2, of TUF.
Lastly, please note that, should the conditions be met for the obligation to acquire provided for by art. 108, par. 2, of TUF, Borsa Italiana S.p.A. - pursuant to art. 2.5.1, par. 8, of the regulation of the markets organised and managed by Borsa Italiana, resolved upon by the Shareholders' Meeting of Borsa Italiana of 26 April 2007 and approved by CONSOB with resolution No. 15996 of 26 June 2007 (the "Market Rules") if applicable - shall provide for the delisting of the Shares from the MTA, the Italian Electronic Share Market, as of the first trading day following the conclusion of the procedure aimed at complying with the obligation to acquire provided for by art. 108, par. 2, of TUF.

Therefore, should the conditions be met for the arising of obligation to acquire provided for by art. 108, par. 2, of TUF, the holders of the Shares, who decide not to accept the Offer and who do not make a request to the Offeror to purchase such Shares on the basis of the obligation to acquire provided for by art. 108, par. 2, of TUF, shall be holders of financial instruments not traded in any regulated market, and shall face consequent difficulties in liquidating their investment in the future.

4.2 OBLIGATION TO ACQUIRE PROVIDED FOR BY ARTICLE 108, PAR. 1, OF TUF AND SQUEEZE-OUT RIGHT PROVIDED FOR BY ARTICLE 111 OF TUF
Should the Offeror and Ente Firenze - jointly considered pursuant to art. 109, par. 1 and 2, of TUF - due to the acceptances of the Offer and any purchases made outside the Offer during the acceptance period and/or in compliance with the obligation to acquire provided for by art. 108, par. 2, of TUF, come to own a shareholding at least equal to 95% of the share capital of the Issuer, the Offeror declares from now its intention to exercise the right to acquire the remaining outstanding Shares (with the exclusion of the shares of the Issuer held by Ente Firenze) pursuant to and as provided for by art. 111 of TUF (the "Squeeze-out right").
The Offeror will inform that the conditions for the exercise of the Squeeze-out right have been met in the communication of the results of the Offer.
The Offeror, should the conditions set out by law be met, will exercise the Squeeze-out right in the shortest time to comply with the necessary requirements and indicatively within 15 trading days following the Date of Payment, or from the date of payment of the consideration in the procedure aimed at complying with the obligation to acquire provided for by art. 108, par. 2, of TUF.
The Squeeze-out right will be exercised at a consideration in cash of 6.735 (six/735) euro for each ¡"cum dividend" Share (that is, inclusive of the coupon to receive any dividend distributed by the Issuer related to financial year 2007) to which it applies (determined pursuant to articles 111, par. 2, and 108, par. 3, of TUF) equal to the Consideration of the Offer.
Please note that, should the Offeror and Ente Firenze - jointly considered pursuant to art. 109, par. 1 and 2, of TUF - due to the acceptances of the Offer and any purchases made outside the Offer during the acceptance period, and/or in compliance with the obligation to acquire provided for by art. 108, par. 2, of TUF, come to own a shareholding at least equal to 95% of the share capital of the Issuer, the Offeror and Ente Firenze, pursuant to articles 108, par. 1, and 109, par. 1 and 2, of TUF, would be jointly obliged to buy the Shares not tendered in the Offer from any person who so requests. The obligation to acquire provided for by art. 108, par. 1, of TUF arises on the same basis as the Squeeze-out right and the consideration to be paid to shareholders in relation to such obligation to acquire is the same as in the case of exercise of the Squeeze-out right. Therefore, considering that the Offeror, should the conditions be met, will exercise the Squeeze-out right in the shortest time to comply with the necessary requirements and indicatively within 15 trading days following the Date of Payment (or from the date of payment of the consideration in the procedure aimed at complying with the obligation to acquire provided for by art. 108, par. 2, of TUF), the obligation to acquire provided for by art. 108, par. 1, of TUF shall be considered fulfilled by the exercise of the Squeeze-out right.
Please note that, should the conditions be met for the exercise of the Squeeze-out right, Borsa Italiana S.p.A. shall provide for the delisting of the shares from MTA, the Italian Electronic Share Market, as of the second trading day following the communication of the deposit of the consideration for the purchase provided for by art. 111 of TUF, which will be published with a notice.

5. MEANS OF FINANCING OF THE TRANSACTION AND GUARANTEES OF EXACT PAYMENT

5.1 MEANS OF FINANCING OF THE TRANSACTION
The Consideration shall be financed by the Offeror exclusively with own funds.

5.2 GUARANTEES OF EXACT PAYMENT
The Offeror deposited with Banca Fideuram S.p.A., bonds issued by the Republic of Italy, in euro, owned by the Offeror itself, as a guaranty for the payment of the Consideration, with a total market value equal to the Maximum Disbursement increased by approximately 5%. The Offeror authorised Banca IMI S.p.A. to sell the aforesaid bonds and use the proceeds of the sale for the purposes of the Offer, should the Offeror not otherwise provide the necessary liquidity.

6. OFFER MARKETS
The Offer is made exclusively on the Italian market, the only market in which the Shares of the Issuer are listed, and is made, on the same terms, to all holders of Shares. Acceptance of the Offer by persons resident in Countries other than Italy may be subject to specific legal or regulatory obligations or restrictions.
The Offer described herein is not being, and will not be, made, directly or indirectly, in or into the United States of America, Canada, Japan, Australia or any other jurisdiction outside Italy in which the Offer would require the authorization of the relevant regulatory authorities or would violate applicable laws or regulations. Intesa Sanpaolo will not be permitted to accept, directly or indirectly, any tenders made, in connection with the Offer, in or from any of the foregoing jurisdictions.

The Offer is not being, and will not be, made, directly or indirectly, through the facility of any securities exchange, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce (including, without limitation, by post, facsimile transmission, telex, e-mail, telephone, the Internet or any other electronic mechanism) of, the United States of America, Canada, Japan, Australia, or any other jurisdiction outside Italy in which the Offer would require the authorization of the relevant regulatory authorities or would violate applicable laws or regulations, and any such offer will not be capable of acceptance by any such use, means, instrumentality or facility.

Neither the Offer Document, nor any other document relating to the Offer, is being or may be mailed, or otherwise forwarded, distributed or sent in, into or from the United States of America, Canada, Japan, Australia or any other jurisdiction outside Italy in which the Offer would require the authorization of the relevant regulatory authorities or would violate applicable laws or regulations, including to holders of ordinary shares of Banca Cassa di Risparmio di Firenze with registered addresses in the United States of America, Canada, Japan, Australia or any other jurisdiction outside Italy in which the Offer would require the authorization of the relevant regulatory authorities or would violate applicable laws or regulations or to persons whom the Offeror or its agent knows to be trustees, nominees or custodians holding ordinary shares of Banca Cassa di Risparmio di Firenze for such persons. Persons receiving such documents (including, but not limited to, custodians, nominees and trustees) must not distribute, send or transmit any of them in, into or from the United States of America, Canada, Japan, Australia or any other jurisdiction outside Italy in which the Offer would require the authorization of the relevant regulatory authorities or would violate applicable laws or regulations, through the facility of a national securities exchange of the United States of America, Canada, Japan, Australia or any other jurisdiction outside Italy in which the Offer would require the authorization of the relevant regulatory authorities or would violate applicable laws or regulations, or by use of the mails of, or by any other means or instrumentality of interstate or international communication or commerce of, the United States of America, Canada, Japan, Australia or any other jurisdiction outside Italy in which the Offer would require the authorization of the relevant regulatory authorities or would violate applicable laws or regulations (including, but not limited to, facsimile transmission, telex, e-mail, telephone, the Internet or any other electronic mechanism or medium).

Any purported acceptance of the Offer pursuant to such documents in violation of the foregoing restrictions may be rendered invalid.

7. ADVISORS OF THE TRANSACTION
The Offeror, for the purposes of the Offer, is assisted by:
- Leonardo & Co. S.p.A. and Banca IMI, as financial advisor of the Offeror;
- Banca IMI, as intermediary in charge of coordinating the collection of acceptances;
- Studio Legale Pedersoli e Associati as legal advisor of the Offeror.

 

 

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