The boards of directors of Pirelli need Marco Polo Industrial Holding approved the merger project between the two companies, which will take place through the incorporation of the second company into the first. The transaction will be finalized within the first half of 2016, with effect from 2016 January 100. Marco Polo already holds, directly and indirectly, 6% of the ordinary shares of Pirelli (withdrawn from listing on 2015 November 93,2) and more XNUMX% of savings shares.
“In consideration of the presence of savings shareholders in the capital of Pirelli with a stake of approximately 0,169% of the share capital – reads the note -, the Boards of Directors have determined the following exchange ratio, which does not provide for cash adjustments, identical for both share categories: 6,30 Pirelli shares to be assigned post merger to Marco Polo International Holding Italy (Holdco) - the sole shareholder of MarcoPolo Industrial Holding - for each share held before the merger by Marco Polo International Holding Italy (Holdco) into Marco Polo Industrial Holding”.
Pirelli's board of directors has already convened for on 15 February 2016 the extraordinary shareholders' meeting to resolve on the mandatory conversion of savings shares into new shares without voting rights not listed on regulated markets (the "Special Shares"). The meeting will also express its opinion on the adoption of a new text of the bylaws following the revocation of the listing of the ordinary shares and the mandatory conversion and on the approval of the merger plan.
After the merger, Marco Polo International Holding Italy will directly and indirectly hold 100% of the ordinary shares (equal to 97,16% of the total capital) and 86,05% of the savings shares (2,44% of the total capital). Minority shareholders will hold the remaining savings shares, equal to 0,4% of the total share capital.
