CAD IT S.p.A. (www.caditgroup.com), a company leader in the Italian market of the financial software, hereby announces that, on the date hereof, the deed of “reverse” merger providing for the incorporation of CAD IT S.p.A. (“CAD IT” or the “Merged Company”) into its fully-owned subsidiary CAD S.r.l. (the “Merger”) executed on November 23rd, 2018, was registered with the Verona companies’ register.
In accordance with the deed of Merger, the civil effects of the Merger will start from December 1st, 2018 (the “Effectiveness Date”).
It is hereby recalled that, as explained in the Merger plan, each share of CAD IT existing at the Effectiveness Date will be exchanged with a newly-issued share of CAD S.r.l. (“CAD” or “Surviving Company”), with no par value, on the basis of the exchange ratio 1:1.
In the context of the completion of the Merger, the Surviving Company will be converted into an Italian joint stock company (società per azioni), will change its company name in “CAD IT S.p.A.” and will increase its corporate capital up to Euro 4,669,600, with a corresponding split in a number of shares with no par value, equal to the number of shares of the Merged Company.
Starting from the Effectiveness Date, the Surviving Company will take over in all active and passive legal relationships of CAD IT.
It is recalled that as from the Effectiveness Date the new members of the board of directors and of the board of statutory auditors of the Surviving Company, appointed on September 7th, 2018, will take office.
Following the effectiveness of the Merger, CAD IT shares will be delisted from the Stock Exchange Market (“Mercato Telematico Azionario”) organized and managed by Borsa Italiana S.p.A. (the “MTA”). Therefore, the last day of listing of CAD IT shares on MTA will occur on Friday November 30th, 2018.
The newly issued shares of the Surviving Company will be assigned, as automatic effect of the Merger and after the Effectiveness Date - upon completion of the dematerialization process of the Surviving Company’s shares - through registration on the accounts of the intermediaries participating in the centralized management of dematerialized securities, on behalf of each shareholder of the Merged Company in an amount equal to the shares of the Merged Company held by the shareholders of the latter on the Effectiveness Date. No charge will be imposed on shareholders in connection with the exchange procedures.
The deed of Merger is available to the public at the registered office, Borsa Italiana and on the website of CAD IT www.caditgroup.com, section Investor Relations/Merger CAD IT - Cad S.r.l.