Reference is made to the press release dated 20 June 2022 (the “June 20 Press Release”) regarding the execution of definitive and binding agreements as to, inter alia, the purchase (the “Purchase”) by Engineering – Ingegneria Informatica S.p.A. (“Engineering”) through a wholly owned corporate vehicle (namely Overlord BidCo S.p.A., the “Purchaser” or “Offeror”) of no. 58,287,622 ordinary shares representing 43.209% (45.630% fully diluted of the treasury shares) of Be Shaping the Future S.p.A., a company listed on the Euronext STAR Milan segment organized and managed by Borsa Italiana (“Be” and, with its subsidiaries, the “Be Group”) owned by a group of shareholders (collectively, the “Sellers”), which includes: Tamburi Investment Partners S.p.A., Stefano Achermann and his controlled company Innishboffin S.r.l., Carlo Achermann and his controlled company Carma Consulting S.r.l., at a price per share of Euro 3.45 (the “Unitary Purchase Price”).
Reference is also made to the press release dated 22 September 2022 regarding the obtainment of all the authorisations and consents required by the applicable laws on merger control and on the so-called local “government golden power” and foreign direct investment in connection with the Purchase and the scheduling of the completion of the Purchase.
As set out in the June 20 Press Release, pursuant to the above binding agreements, the completion of the Purchase was still subject to the satisfaction, or waiver, of the following conditions precedent (each, an “Outstanding Condition Precedent”): (i) the completion of agreements with shareholders of Be (other than the Sellers) for the sale to the Purchaser of further Be shares (the “Additional Shares”) which, added to the shares acquired from the Sellers, would result in a total Purchaser’s shareholding in Be equal to more than 50% of Be’s share capital, (ii) the actual availability to the Purchaser of the financial resources necessary to carry out the Purchase and the subsequent mandatory tender offer, (iii) the non-occurrence of a circumstance requiring the Purchaser or any person acting in concert with it pursuant to article 109 of the Legislative Decree No. 58/1998 (“TUF”) to launch the mandatory tender offer at a price higher than the Unitary Purchase Price; and (iv) the waiver, by certain top clients of the Be Group, of their right of withdrawal and/or termination of certain existing commercial contracts to which they are entitled in connection with the completion of the transaction, in each case, by the date of the completion of the Purchase.
Following the satisfaction of all the Outstanding Conditions Precedent, the Purchase has been completed today with the acquisition by the Purchaser of the Sellers’ Be shares as well as the Additional Shares, therefore acquiring a controlling stake in the share capital of Be equal to 51.207%.
As a consequence, the Purchaser will launch a mandatory tender offer on the residual ordinary shares of Be pursuant to Articles 102 and 106 of the TUF for a per share consideration equal to the Unitary Share Price, aimed at carrying out the de-listing of Be from the Euronext STAR Milan segment (the “MTO”). The obligation to launch the MTO will be announced by the Purchaser by means of the notice to be published pursuant to Article 102, paragraph 1, TUF (the “102 Notice”). For any additional information relating to the Purchase, the relevant financing terms and conditions, as well as to the MTO, please refer to the 102 Notice disseminated concurrently to this press release and to the offer document relating to the MTO that will be published by the Offeror pursuant to, and within the terms provided for, the applicable provisions of law and regulation, to which reference shall be made for a full description and evaluation of the MTO.