Boards of Directors of IFI S.p.A. and IFIL S.p.A., meeting
in succession yesterday in Turin under the Chairmanship of
John Elkann, reviewed and unanimously approved the plan to
simplify the structure of the Group by way of a merger by
incorporation of the controlled company IFIL into the
controlling company IFI.
transaction will lead to an optimization of the current
Group structure by making it simpler and clearer for
shareholders in a manner consistent with the evolution of
both statutory and market standards without reducing the
Group's investment capabilities.
the merger plan, all classes of shares (savings, preference
and ordinary) will be listed. It will therefore require the
listing of the ordinary and savings shares of the surviving
company. There will not be any right of withdrawal for the
shareholders in either company.
exchange ratios, unanimously approved today by the Boards of
Directors in this plan for the transaction, are as follows:
0.265 of a new IFI ordinary share for each existing IFIL
ordinary share and 0.265 of a new IFI savings share for each
existing IFIL savings share. These exchange ratios will be
included in the Project of Merger to be presented for
approval at the next Boards of Directors’ meeting.
exchange ratios have been determined by taking into account
two valuation methodologies: the NAV (Net Asset Value) and
the market prices for both companies. IFIL’s NAV has been
calculated i) for the listed investments based upon their
market value; ii) for the non listed investments and for the
other assets and liabilities by reference to independent
third party appraisals or using the book value on IFIL’s
balance sheet. The NAV of IFI has been calculated valuing
IFIL’s stake at its NAV in addition to the other assets and
liabilities of IFI.
market price methodology compared the relative trading
prices of IFIL ordinary shares and IFI preference shares.
For both methodologies, prices were calculated using the six
month average trading prices prior to August 25, 2008. The
exchange ratio has been determined as the average result of
both methodologies. The exchange ratio calculation and the
methodologies utilized will be further detailed in the Board
of Directors reports prepared for the Extraordinary
shareholders’ meetings. These reports will be available in
accordance with the timing required by the Law.
result of the merger, on the basis of the current holdings
in IFI and IFIL and the above exchange ratios, Giovanni
Agnelli e C. S.a.p.az. will hold 59.2 % of the ordinary
shares, 45.2 % of the voting capital (ordinary plus
preference shares) and 43.5 % of the total equity capital.
According to the proposed transaction timetable, approval of
the Merger Project by the Boards of Directors of IFI and
IFIL is expected by the end of September 2008. The
Shareholder Meetings to approve the merger are expected to
take place in November 2008. The conclusion of the
transaction with the admission to trading of the IFI
ordinary and savings shares to which completion of the
merger will be subject, is expected to take place in early
2009. John Elkann will be the Chairman of the resulting
merged company and Carlo Sant’Albano will be Chief Executive
Leonardo & Co. acted as financial advisor to IFI in this
transaction. Goldman Sachs International acted as financial
advisor to IFIL. Both financial advisors have provided a
fairness opinion from a financial point of view with respect
to the exchange ratios. Finally, the Board of Directors of
IFIL S.p.A. has confirmed the suspension of the buy back