INTESA SANPAOLO: EXERCISE OF THE SQUEEZE-OUT RIGHT ON CARIFIRENZE ORDINARY SHARES
Torino, Milano, 9 April 2008 - Intesa Sanpaolo S.p.A. ("Intesa Sanpaolo") communicates that - as a result of the mandatory public tender offer (the'"Offer"), launched pursuant and to the effects of articles 102, 106, par. 1, and 109, par. 1 and 2, of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and integrated (the "TUF" - Testo Unico della Finanza), in the period from 10 March 2008 to 1 April 2008, on No. 255,569,436 ordinary shares of Cassa di Risparmio di Firenze S.p.A. (the "Issuer") - Intesa Sanpaolo and Ente Cassa di Risparmio di Firenze, jointly considered pursuant to art. 109, par. 1 and 2, of TUF, became owners of No. 821,318,695 shares representing 99.093% of the Issuer's share capital.
Therefore, on 15 April 2008, Intesa Sanpaolo - in accordance with the terms announced in the notice published on 3 April 2008 on the daily newspapers "Il Sole 24 Ore", "Milano Finanza", "Finanza e Mercati", "La Nazione" and "Financial Times - international edition" - shall exercise the Squeeze-out Right provided for by art. 111 of TUF on all the 7,517,322 residual ordinary shares of the Issuer subject to the Offer and not tendered in the same (the "Residual Shares").
Pursuant to articles 111, par. 2, and 108, par. 3, of TUF, Intesa Sanpaolo shall exercise the Squeeze-out Right at a consideration of 6.735 euro (six/735) for each of the "cum dividend" Residual Shares (that is inclusive of the coupon to receive any dividend distributed by the Issuer related to financial year 2007), equal to the unit consideration of the Offer. In fact, with respect to the calculation of the consideration of the Squeeze-out Right, the mentioned provisions of TUF set forth that, should a shareholding of at least 95% be reached exclusively as a result of the complete-acquisition public tender offer, the consideration of the Squeeze-out Right shall be equal to that of the previous mandatory complete-acquisition public tender offer.
On the basis of the aforementioned consideration, on 15 April 2008, Intesa Sanpaolo shall deposit the amount of 50,629,163.67 euro, equal to the total consideration of the Residual Shares, with the Issuer, Firenze branch, Via Bufalini 4, 50122 Firenze (Italy), giving mandate to the latter to pay the consideration of the Squeeze-out Right. The Issuer shall make the consequent enrolment in the shareholders' register relating to the transfer of the Residual Shares in favour of Intesa Sanpaolo, pursuant to art. 111, par. 3, of TUF.
Holders of the Residual Shares shall obtain payment of consideration of their Residual Shares directly from their respective intermediaries.
The consideration paid is subject to any financial income tax, whereas banking commissions are to be borne by Intesa Sanpaolo.
Furthermore, please note that, pursuant to art. 2949 of the Italian Civil Code, after the expiry of the five-year term from the date of the aforementioned deposit of the consideration of the Residual Shares, Intesa Sanpaolo shall have the right to obtain the return of the sums deposited as consideration and not collected by those entitled to such sums, without prejudice to the provisions of article 2941 and subsequent ones of the Italian Civil Code.
With reference to the procedure relating to the Squeeze-out Right, on 15 April 2008, the relevant notice will be published on the daily newspapers "Il Sole 24 Ore", "Milano Finanza", "Finanza e Mercati", "La Nazione" and "Financial Times - international edition".
Lastly, please note that Borsa Italiana S.p.A. shall provide for the delisting of the shares of the Issuer from the MTA, the Italian Electronic Share Market, as of 15 April 2008.
Last updated 9 April 2000 at 18:24