In the footsteps of FCA, CNH and Ferrari, too Exor transfers its registered office to Holland, but remains listed on the Stock Exchange. This was communicated in a note by the holding company of the Agnelli family, explaining that “the board of directors has approved the project of fusion cross-border by incorporation of Exor into Exor Holding Nv, a Dutch company entirely controlled by Exor which will be the new holding company upon completion of the merger”. The report of exchange will be 1 to 1: each Exor shareholder will in fact receive one ordinary share of Exor Nv.
“In the last ten years we have continued to simplify our organization and to develop following the evolution of our businesses – explains the president and CEO of Exor, John Elkann – Our major investments have already reorganized their corporate structures to better reflect their global business and it is therefore natural that Exor aligns with them ”.
Exor explains the move to Holland with the desire “to propose to shareholders a simpler corporate structure, which better responds to the growing international profile of the company and its businesses”. On the other hand, FCA, CNH and Ferrari "have themselves reorganized their corporate structures and, in the course of this process, have identified Holland as their legal domicile, while maintaining their listing on the Italian Stock Exchange - recalls the holding company - PartnerRe, Exor's largest investment, is also controlled through a Dutch company”.
After the green light from the Board, the project will now have to be approved by theExor shareholders' meeting to be held on 3 September. Giovanni Agnelli & C., the holding's leading shareholder with 52,99% of the shares, has already announced that he will support the operation. The merger of the Italian holding into the Dutch subsidiary should therefore be completed by the end of the year.
The operation, in addition to the go-ahead from the shareholders, is subject to the fact that the amount to be paid to the shareholders who intend to exercise the right of withdrawal does not exceed the 400 million euro. On this front, Giovanni Agnelli & C has undertaken to purchase unopted and non-preemptive shares up to a maximum of 100 million euro, while "some entrepreneurs and institutions that invest with a long-term perspective" have undertaken to purchase additional shares up to to a maximum of 300 million euros, explains the company.
The price due to the shareholders who will exercise the withdrawal will be 31,2348 euros per share compared to 33,51 euros at yesterday's closing at Piazza Affari. The transfer of the headquarters to the Netherlands will also be accompanied by a shareholder loyalty mechanism, the so-called multiple vote. In essence, each Exor Nv share held continuously for a period of 5 years will give the right to 5 voting rights. After 10 years the voting rights will rise to ten.
Exor is a holding company listed on the Milan stock exchange with a capitalization of 8,1 billion euros. The value of the assets (NAV) is estimated at over 12 billion dollars (about 11 billion euros). Among its main holdings are FCA, CNH Industrial, Ferrari, The Economist Group and Partner Re.
