Sisal Group S.p.A. (the “Company”) announces the registration on 23 November 2017 (the “Registration Date”), of the merger by incorporation of Schumann S.p.A. into the Company (the “Merger”) pursuant to the deed of merger executed on 13 November 2017, entered into following the authorization from the Bank of Italy dated 22 September 2017.
As a result of the Merger, Schumann S.p.A. was dissolved by incorporation into the Company, and Schumann Investments S.A. — Schumann S.p.A.’s sole shareholder — became the direct owner of 100% of the Company’s share capital.
The Merger completes the activities announced in the context of the acquisition of the Company by Schumann S.p.A. and described in the offering memorandum for issuance by Schumann S.p.A. of the “€400,000,000.00 Senior Secured Fixed Rate Note due 2023” and the “€325,000,000.00 Senior Secured Floating Rate Note due 2022”. Following the Merger, the Company undertakes all the obligations and rights relating to the notes.
Pursuant to art. 2504-bis, par. 2, of the Civil Code, the Merger became effective from the first day after the Registration Date, therefore, 24 November 2017. The tax and accounting effects of the Merger will apply retroactively as from the first day of the financial year in which the Merger has legally taken effect, i.e. 1 January 2017.
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This press release may include forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in herein, including, without limitation, those regarding the Company’s plans, objectives, goals and targets. In certain instances, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “plan,” “potential,” “predict,” “projected,” “should,” or “will” or the negative of such terms or other comparable terminology. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that actual results may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this press release.