Telecom Italia S.p.A.
THE PLAN FOR INTEGRATION OF TIM INTO TELECOM ITALIA GOES ON (Part 1 of 2)
Ad hoc announcement §15 WpHG – Part 1
THE PLAN FOR INTEGRATION OF TIM INTO TELECOM ITALIA GOES ON (Part 1 of 2)
THE PLAN FOR INTEGRATION OF TIM INTO TELECOM ITALIA GOES ON (Part 1 of 2)
Ad hoc announcement processed and transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
——————————————————————————
Ad-hoc-Release in accordance with § 15 Abs. 1
German Securities Trading Act (WpHG)
The Telecom Italia securities referred to herein in connection with the merger
have not been, and are not intended to be, registered under the U.S.
Securities Act of 1933 (the Securities Act) and may not be offered or sold,
directly or indirectly, into the United States except pursuant to an
applicable exemption. The Telecom Italia securities are intended to be made
available within the United States in connection with the merger pursuant to
an exemption from the registration requirements of the Securities Act.
The merger described herein relates to the securities of two foreign (non-
U.S.) companies. The merger in which TIM ordinary shares and savings shares
will be converted into Telecom Italia shares is subject to disclosure
requirements of a foreign country that are different from those of the United
States. Financial statements included in the document, if any, will be
prepared in accordance with foreign accounting standards that may not be
comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have
arising under the U.S. federal securities laws, since Telecom Italia and TIM
are located in Italy, and some or all of their officers and directors may be
residents of Italy or other foreign countries. You may not be able to sue a
foreign company or its officers or directors in a foreign court for violations
of the U.S. securities laws. It may be difficult to compel a foreign company
and its affiliates to subject themselves to a U.S. court’s judgment.
You should be aware that Telecom Italia may purchase securities of TIM
otherwise than under the merger, such as in open market or privately
negotiated purchases. Telecom Italia will disclose information about any such
purchases through public announcements.
THE PLAN FOR INTEGRATION OF TIM INTO TELECOM ITALIA GOES ON (Part 1 of 2)
Milan, January 23, 2005 – At today’s meeting, the Board of Directors of
Telecom Italia made a positive assessment of the results of the cash tender
offer ended on January 21, 2005. The market expressed its appreciation of the
offer by tendering a number of TIM ordinary shares in excess of the maximum
number of shares for which the Ordinary Share Offer was made. The results of
the offer will make it possible to achieve the goal of optimizing Telecom
Italia’s post-merger shareholding, equity and financial structure.
Strategically and from a business point of view, the integration of TIM into
Telecom Italia responds to the increasing integration of the platforms for
fixed-line and mobile communications.
The Board of Directors confirmed the effectiveness of the offer and accepted
to purchase the TIM savings shares tendered, though their number was lower
than the minimum quantity originally set.
On the basis of provisional data received from the intermediaries engaged to
coordinate the collection of acceptances, and already announced to the market,
the total number of tendered shares was as follows: 2,639,179,970 ordinary
shares (equal to approximately 31.3% of TIM ordinary share capital, and
approximately 107.4% of the ordinary shares subject to the offer), and
8,454,877 savings shares (equal to approximately 6.4% of TIM savings share
capital and the same percentage of the savings shares subject to the offer).
As provided for in the Offer Document, Telecom Italia will prorate the
acceptances of the Ordinary Share Offer.
On the basis of the number of tendered savings shares, and through the
exercise of the option agreement of which notice was already given
(exercisable for approximately 21 million savings shares) and on the basis of
stock lending agreements (exercisable for approximately 37 million savings
shares, and entered into immediately prior to the completion of the acceptance
period), Telecom Italia will command approximately 50.3% of votes for this
class of shares at the special Savings Shareholders’ Meeting which shall be
called to approve the merger resolution.
The Boards of Directors of Telecom Italia and TIM have, in consequence,
adopted the plan to merge Telecom Italia Mobile with and into Telecom Italia,
under the terms and conditions already approved and announced on December 7,
2004.
Merger overview
The merger is the culmination of the plan for the reorganization of the
Telecom Italia group. This foresees also the tender offer and the spin-off of
the domestic Italian mobile operations, currently operated by TIM, to a
company 100%-owned by TIM.
The merger plan confirms the share exchange values that were established when
the reorganization plan was first examined:
* 1.73 Telecom Italia ordinary shares with a par value of EUR 0.55 per share
for each TIM ordinary share with a par value of EUR 0.06 per share.
* 2.36 Telecom Italia savings shares with a par value of EUR 0.55 per share
for each TIM savings share with a par value of EUR 0.06 per share.
In determining the exchange ratios the Boards of Directors of Telecom Italia
and TIM were assisted by international financial advisors:
* Telecom Italia was advised by JPMorgan, MCC and Mediobanca as Lead Advisors;
* TIM was advised by Lazard as Sole Lead Advisor and by Credit Suisse First
Boston.
In addition, in line with international best practice, on the basis of the
recommendations of the relevant Committee for Internal Control and Corporate
Governance (consisting exclusively of independent directors), Telecom Italia
appointed Goldman Sachs International to provide an ad-hoc fairness opinion.
Correspondingly TIM appointed Merrill Lynch and the Studio Casò for a fairness
opinion.
Telecom Italia S.p.A.
Piazza degli Affari 2
20123 Milan
Italy
ISIN: IT0003497168
WKN: 120470
Listed: Amtlicher Markt in Frankfurt (General Standard); Freiverkehr in
Berlin-Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart
End of ad hoc announcement (c)DGAP 24.01.2005
240839 Jän 05
Aktuelle News
Aktuelle Berichte
Keine Berichte gefunden
Anstehende Events
Keine Events gefunden
Webcasts
Keine Webcasts gefunden