INTESA SANPAOLO: RESULTS OF THE MANDATORY COMPLETE-ACQUISITION PUBLIC TENDER OFFER ON THE CARIFIRENZE SHARES
Torino, Milano, 1 April 2008 - With reference to the mandatory public tender offer (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 Legislative Decree No. 58 of 24 February 1998, as subsequently amended and integrated (the "TUF"- Testo Unico della Finanza), on No. 255,569,436 ordinary shares (the "Shares") of Cassa di Risparmio di Firenze S.p.A. (the "Issuer") representing 30.835% of the share capital, the Offeror communicates that - according to provisional figures - No. 248,052,114 Shares were tendered in the Offer, representing approximately 97.059% of the Shares subject to the Offer and representing 29.928% of the Issuer's share capital.
The total consideration of the Offer amounts to 1,670,630,987.79 euro and shall be paid integrally in cash (6.735 euro for each "cum dividend" share that is, inclusive of the coupon to receive any dividend distributed by the Issuer related to the financial year 2007); as specified in Par. F.1. of the Offer Document published on 6 March 2008 (the "Offer Document"), the Offer consideration shall be paid on 4 April 2008 (the "Date of Payment").
Please note that, during the acceptance period of the Offer, the Offeror and Ente Cassa di Risparmio di Firenze ("Ente Firenze") did not purchase shares of the Issuer outside the Offer.
Therefore, at the expiry of the acceptance period, the Offeror and Ente Firenze, jointly considered pursuant to article 109, par. 1 and 2, of TUF, reached a total holding of No. 821,318,695 shares of the Issuer representing approximately 99.093% of the Issuer's share capital made up by No. 828,836,017 ordinary shares.
Since, as a result of the Offer, the Offeror and Ente Firenze, jointly considered pursuant to article 109, par. 1 and 2, of TUF, come to own ordinary shares of the Issuer representing a shareholding exceeding 95% of the Issuer's share capital, as declared in Paragraph G.4.2 of the Offer Document, the Offeror shall exercise the right to acquire the Shares not tendered in the Offer (No. 7,517,322 Shares, representing 2.941% of the Shares subject to the Offer and 0.907% of the Issuer's total share capital), pursuant to and as provided for by Art. 111 of TUF (the "Squeeze-out Right"), thus complying, through the same procedure, with the obligation to acquire provided for by article 108, par. 1 , of TUF.
The Squeeze-out Right will be exercised by the Offeror within 15 (fifteen) trading days from 4 April 2008 (the Date of Payment of the consideration of the Offer) at a consideration in cash of 6.735 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) to which it applies, equal to the consideration of the Offer.
The transfer to the Offeror of the Shares subject to the Squeeze-out Right shall become effective on the date in which the Offeror will communicate - with the publication of a notice - that the consideration for the purchase of the Shares has been deposited with a bank appointed for such purpose and indicated in the aforementioned notice.
Lastly, please note that Borsa Italiana S.p.A. shall provide for the delisting of the Shares from the MTA, the Italian Electronic Share Market, simultaneously with the publication of the aforementioned notice.
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.
Last updated 1 April 2000 at 20:41