Telecom Italia S.p.A.
THE PLAN FOR INTEGRATION OF TIM INTO TELECOM ITALIA GOES ON (Part 2 of 2)
Ad hoc announcement §15 WpHG – Part 2
THE PLAN FOR INTEGRATION OF TIM INTO TELECOM ITALIA GOES ON (Part 2 of 2)
THE PLAN FOR INTEGRATION OF TIM INTO TELECOM ITALIA GOES ON (Part 2 of 2)
Ad hoc announcement processed and transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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Ad-hoc-Release in accordance with § 15 Abs. 1
German Securities Trading Act (WpHG)
THE PLAN FOR INTEGRATION OF TIM INTO TELECOM ITALIA GOES ON (Part 2 of 2)
The merger will be implemented through:
(i) cancellation of the TIM ordinary shares held by the same TIM on the
effective date of the merger, without share exchange;
(ii) cancellation of the TIM ordinary and savings shares held by Telecom
Italia on the effective date of the merger, without share exchange;
(iii) cancellation of the TIM ordinary and savings shares outstanding on the
effective date of the merger, with share exchange.
A capital increase up to 1,382,035,032.40 euros, through the issue of
2,221,061,254 new Telecom Italia ordinary shares and a maximum of 291,729,714
new Telecom Italia savings shares, all with a par value of EUR 0.55 per share,
will service the share exchange.
As already announced to the market, before the merger becomes effective TIM
will spin-off the domestic mobile communications business to a wholly owned
subsidiary. The transfer deed shall be entered into and registered with the
relevant Register of Companies by the end of the first quarter of 2005.
Maintaining the independence of the domestic mobile communications operations,
under the framework of the overall restructuring plan, is considered to be
desirable from a regulatory and accounting point of view while at the same
time meeting in an efficient way the need for transparency in the relationship
between fixed-line and mobile communications activities.
As a result of the spin-off, on completion of the merger Telecom Italia shall
replace TIM in all of its relationships, with the exception of relationships
pertaining to the spun-off activities. On the other hand Telecom Italia shall
have 100% control of the company to which the domestic mobile communications
operations will have been transferred, and of TIM International, the holding
company for equity investments in foreign mobile communications operators.
Merger effectiveness
The merger shall become effective as from the date of the final filing of the
merger deed with the relevant Register of Companies, or at a later date if so
established in the merger deed.
The intention of both companies is to complete the merger as soon as possible,
and in particular to take steps to ensure that the merger becomes effective
by the end of June 2005.
For accounting and tax purposes, TIM operations are expected to be entered on
Telecom Italia accounts as from January 1, 2005. The fiscal effects of the
merger will also commence from that date.
On completion of the merger, Telecom Italia ordinary shares and savings shares
shall continue to be listed on the Borsa Italiana S.p.A. screen-based trading
market. They will also continue to be listed on the New York Stock Exchange
as ADSs (American Depositary Shares, each of which represents 10 ordinary or
savings shares). As for the German market, following the measures adopted by
the Frankfurt Stock Exchange Board of Admission, prior to the effective date
of the merger, Telecom Italia ordinary shares shall have been de-listed.
As a result of the merger, Telecom Italia shall pass resolutions for ad hoc
capital increases to serve TIM stock option plans, according to the
abovementioned exchange ratio.
Shareholders’ Meetings
The Board of Directors of Telecom Italia convened Telecom Italia ordinary
shareholders at an Extraordinary Meeting in order to approve the merger, to be
held on April 5, 6 and 7 2005, on first, second and third call respectively.
The Board of Directors of TIM convened TIM ordinary shareholders’
Extraordinary Meeting on April 5 and 6 2005, on first and second call
respectively. The Special TIM Savings Shareholders’ Meeting is scheduled on
April 6, 7 and 8 2005, on first, second and third call respectively.
Merger plan documentation shall be made available at due time, as required by
law.
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
240840 Jän 05
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