The Board of Directors of Infrastrutture Wireless Italiane S.p.A. (“INWIT”), in today’s meeting chaired by Piergiorgio Peluso, approved the plan for the merger by incorporation of Vodafone Towers S.r.l. ("VOD Towers") into INWIT. The plan was prepared in accordance with article 2501-ter of the Civil Code and, voluntarily, in accordance with article 2501-bis of the Civil Code (the “Merger Plan”).
INWIT-VOD Towers Merger
As announced on 26 July 2019, the merger is a component of the single overall transaction to combine the towers of Vodafone Italia S.p.A. (“VOD Italy”) with those of INWIT.
According to article 2501-quater of the Civil Code, the Merger Plan will be based on the following financial positions: (a) for INWIT, the financial position as at 30 September 2019, which was approved by its Board of Directors on 5 November 2019 (available at www.INWIT.it, section “Investors – Financial Reports” and (b) for VOD Towers, the financial position as at 30 September 2019, approved by its Board of Directors on 13 November 2019.
Although they are not required to do so, INWIT and VOD Towers have decided to apply the regulations of article 2501-bis of the Civil Code, considering that after the merger, INWIT will retain the debt for the acquisition of 43.4% of the share capital of VOD Towers (the “Minority Holding in VOD Towers”). Therefore:
1.In accordance with article 2501-bis, paragraph 2, of the Civil Code, the Merger Plan indicates the financial resources required to satisfy INWIT's post-merger obligations.
2.BDO Italia S.p.A. - as the joint expert appointed by the Court of Milan on 2 October 2019 at the joint request of INWIT and VOD Towers, has today issued its report on the exchange ratio congruity and on reasonableness of the contents of the Merger Plan concerning the financial resources needed to meet INWIT’s post-merger obligations.
3.The report filed in accordance with article 2501-bis, paragraph 5, of the Civil Code by PWC S.p.A., the auditing firm responsible for the legal auditing of INWIT's accounts is annexed to the Plan.
4.INWIT and VOD Towers will provide the public – according to the terms and procedures established by laws and regulations and each to the extent of their own responsibility – with the report to be published in accordance with article 2501-quinquies of the Civil Code.
In relation to this, we hereby inform you that the Board of Directors of INWIT today approved INWIT’s post-merger economic and financial plan for the 2019-2027 period, included in the INWIT report pursuant to article 2501-quinquies of the Civil Code
INWIT will implement the merger by (i) cancelling the Minority Holding in VOD Towers without share swap, (ii) cancelling VOD EU’s shares in VOD Towers and (iii) allocating to Vodafone Europe B.V. (“VOD EU”), on the effective date of the merger, 360,200,000 ordinary shares in INWIT with no nominal value, issued to service the share swap, to be listed on the MTA on par with the ordinary INWIT shares already in circulation.
The share swap for the merger – which does not involve a cash settlement – thus corresponds to 360,200,000 ordinary newly-issued INWIT shares, allocated to VOD EU in return for the cancellation of its residual holding in VOD Towers after completion of the sale of the Minority Shareholding in VOD Towers.
The reasons underpinning the share swap are outlined in the INWIT Board of Director’s Report that will be published in accordance with the terms and procedures set out in law and regulations.
After the merger, TIM S.p.A. (“TIM”) and VOD EU will hold an equal share (37.513%) of INWIT's share capital.
The effective signing of the deed of merger (the “Deed of Merger”) is subject to the suspensory condition of the occurrence (or waiver) of certain suspensory conditions. Accordingly, TIM and VOD EU have informed INWIT and VOD Towers, respectively, that following the consultations held in recent months with the European Commission, they report the transaction as a concentration. Obtaining the relevant authorisation before the long-stop date set at 31 October 2020.
For statutory, accounting and tax purposes, the merger will take effect from the effective date, indicated in the deed of merger and published in a press release. From that date, INWIT will take over all the relationships previously held by VOD Towers, assuming the associated rights and obligations.
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