Edison acquires control of Zephyro and launches the mandatory tender offer at 10,25 euros per share. The Foro Bonaparte group announced on Monday evening that the conditions had been met for the launch, by the subsidiary Fenice, of a mandatory total takeover bid on the ordinary shares of the group chaired by Domenico Catanese.
Edison has in fact completed, through its 100% subsidiary Fenice, the purchase of 7.007.299 Zephyro ordinary shares corresponding to 71,32% of the ordinary share capital after last week the shareholders' meeting of the company listed on the AIM had nominated the new BoD following the resignations of the previous directors in relation to the binding agreement between the reference shareholder Prima Holding and Fenice.
The offer will concern 3.814.166 ordinary shares of the issuer, with no indication of the par value and regular entitlement. In detail, 2.817.340 shares refer to all the outstanding ordinary shares of the issuer and 996.826 to shares that could be issued following the exercise of the Zephyro Warrants.
The consideration envisaged for each share tendered in acceptance of the offer is equal to 10,25 euro per share, less the amount of any dividend that Zephyro will distribute before the date of payment of the consideration. The offer price incorporates a premium of approximately 36,8% with respect to the weighted average official price for the volumes traded of the issuer's ordinary shares in the last twelve months. In the event of full exercise of the Warrants, and full acceptance of all the holders of the shares, the maximum disbursement will be equal to 39 million euro. As indicated by Edison, the offer is aimed at a subsequent delisting of the Zephyro ordinary shares.
