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22 July 2013
The Shareholders’ Meeting of Reply S.p.A. - a company listed with the STAR segment of Borsa Italiana [MTA, STAR: REY] -, which met today in an extraordinary session, resolved on the approval of the proposed merger by incorporation of Reply Deutschland AG into Reply S.p.A.
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 exchange ratio has been determined based on the economic and statement of financial position of the two companies as of 31 March 2013. In compliance with the applicable Italian and German regulations, 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 of Euro 10.95 per share if they do not intend to subscribe to the merger.
The merger transaction will take place through the cancellation without exchange of the shares held by Reply S.p.A. in Reply Deutschland AG (equal to 81.18% of the share capital) and using, for the share swap the Reply S.p.A. treasury shares, without any change to the share capital of the acquiring company.
The shares assigned in exchange will be listed on a par with the outstanding Reply S.p.A. ordinary shares at the effective date of the merger and will be made available to Reply Deutschland AG shareholders in accordance with forms for dematerialised shares. The shareholders will not bear any charge for the exchange transactions.
Reply S.p.A. will not proceed, pursuant to the merger, with making any changes to their business purpose. Therefore, the Reply S.p.A. shareholders who do concur in approving the resolution of the Extraordinary Shareholders’ Meeting for the merger project will not have the right of withdrawal pursuant to Article 2437, paragraph 1, a) of the Italian Civil Code.
For more details of the merger transaction, please refer to the documentation available under the terms of the law.
The Ordinary Shareholders’ Meeting also appointed an additional alternate auditor to the Board of Statutory Auditors in the person of Dr Giuilana Monte who will remain in office until the natural expiry of the Board of Statutory Auditors when the financial statements for 2014 are approved.
All the relevant documents related to the merger have been made available to the public at the registered office of Reply S.p.A. and also published for consultation on the company website www.reply.it, under section Investors – Other financial documents.