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24 May 2013
The Board of Directors of Reply S.p.A. – a company listed with the STAR [MTA, STAR: REY] – today approved the proposed merger by incorporation of Reply Deutschland AG – a company in which Reply S.p.A. currently holds approximately 81% of the share capital – into Reply S.p.A.. Reply Deutschland AG is a company listed on the Frankfurt stock exchange (Prime Standard).
The transaction is aimed at the rationalisation and simplification of the structure of the Reply Group and will be completed by the end of 2013, consistent with the announcement made in December 2012.
The proposed joint merger was planned according to the companies’ statement of financial position as of 31 March 2013, approved by the administrative bodies of the companies taking part in today’s merger.
The shareholders of Reply Deutschland AG holding a stake in said company at the effective legal date of the merger will receive 5 Reply S.p.A. shares in exchange for every 19 shares in the German subsidiary or, alternatively, a cash payment equal to Euro 10.95 per share, if they do not intend to subscribe to the merger and the conditions laid down by the German law. The treasury shares held by Reply S.p.A. at the effective legal date of the merger will be destined to service the share swap, with a share capital increase therefore not being needed.
The shareholding structure and the control structure of Reply S.p.A., also following the merger, will remain essentially unchanged, with Alika S.r.l. retaining the de facto control rights.
Reply S.p.A. shareholders, who do not concur with the merger scheme, will not have the right of withdrawal pursuant to Article 2437 of the Italian Civil Code.
Considering the size of the stake held today by Reply SpA in Reply Deutschland AG and the absence of any significant interest of other related parties, the transaction - under and for the purposes of the provisions of Article 4.3 of the Procedure for Related Party Transactions as approved by the company - not is subject to the formalities contained therein. In this context, Reply S.p.A. will be obliged to comply with periodic reporting requirements specified in Article 5, paragraph 8, of the Consob Related Parties Regulation.
The proposed merger and related supporting documentation required by applicable laws will be published according to the terms of the law, as well as in compliance with existing regulations (Consob Regulation 11971/1999).