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, has been executed the deed of the “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”), whose merger plan had been approved by the respective shareholders’ meetings held during the month of September 2018.
In accordance with the deed of Merger, the civil effects of the Merger will start from December 1, 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 the “Surviving Company”), with no par value, on the basis of the exchange ratio 1:1 (on the assumption that, at the Effectiveness Date, the entire corporate capital of CAD will still be fully owned by the Merged Company).
All the shares representing the entire corporate capital of the Surviving Company following the Merger will be issued in dematerialized form and will be assigned to all shareholders of the Merged Company in the exact number of the shares of the Merged Company owned by them as of the Effectiveness Date.
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It is hereby noted that the payment of no. 1,970,039 of CAD IT withdrawn shares purchased in the context of the offer in option and pre-emption (the “Offer in Option”) will take place, via the intermediaries through which the subscription forms to the Offer in Option were submitted, on November 26, 2018. The shares purchased in the context of the Offer in Option will be credited to the shareholders who are entitled, through Monte Titoli S.p.A. and the intermediaries through which the subscription forms to the Offer in Option were submitted, on the same November 26, 2018.
On the same date the withdrawal consideration (equal to Euro 5.29 for each share) will be credited through Monte Titoli S.p.A. and the depositary intermediaries to the shareholders who have duly exercised their withdrawal rights.
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 30, 2018.