we receive e we publish the following Press release.
Mare Group, an engineering company listed on Euronext Growth Milan and active in innovation through enabling technologies in Italy and abroad, having exceeded the 30% threshold of voting rights exercisable at the Issuer's shareholders' meetings and subsequently converted the tender offer previously launched on ELES from voluntary to mandatory, has officially requested Eles Semiconductor Equipment to convene a shareholders' meeting. The objective is to expand Eles's Board of Directors, currently composed of six members, to nine with the addition of three independent directors. The addition of three members to the Board of Directors is intended to ensure a body with a majority of independent directors, given that the three directors act in concert with bidders (two with Xenon, one with Mare Group).
At the moment there are two public purchase offers (OPA) on Eles: Mare Group promoted aTotalitarian takeover bidon Eles (ordinary and multiple voting shares), with the aim of acquiring the entire capital. The offer was initially launched at €2,25/share, then raised to €2,61/share. Xenon AIFM, through a controlled vehicle, raised the offer with its own totalitarian competing public offering on Eles (shares and warrants).
According to Mare Group, the information provided by Eles to the market is not clear or complete enough, a confusing communication that raises suspicions about some directors who may have conflicts of interest regarding the offers. Therefore, Mare Group believes it would be useful to expand the board of directors by adding three new independent directors. According to the company, this would allow:
- ensure greater transparency towards shareholders and the market;
- ensure that decisions taken by the Council are more impartial;
- improve the quality of analyses and opinions provided to shareholders on takeover bids;
- protect both majority and minority shareholders, especially if there are major transactions that could change the future of the company.
