Campari Group announces the transfer of registered office of Davide Campari-Milano S.p.A to the Netherlands
Transfer of the registered office of Davide Campari-Milano S.p.A. to the Netherlands and transformation of the Company into a Naamloze Vennootschap (N.V.)
governed by Dutch law
Transaction aimed at encouraging a capital structure more supportive of the Group’s long-term external growth strategies and rewarding a shareholder base with a long-term investment horizon, in line with the Group’s strategic guidance
Current increased voting rights mechanism to be enhanced through the progressive introduction, over time, of increased voting rights, while shareholders already entitled to the double voting rights shall maintain their voting benefit
Controlling shareholder Lagfin S.C.A. confirms its long-term commitment to the Group strategy and prospects and its support to the Transaction
Campari Ordinary Shares will continue to be listed solely
on the Italian Stock Exchange
The Company will maintain its tax residence in Italy
Transaction aimed at underpinning Campari Group’s global profile, while preserving its identity and historic presence in Italy, a key market for Campari Group’s future growth: no impact on the organization, management and business operations in Italy, including its production footprint, and on its relationships with employees
in Italy and abroad
(Milan), February 18, 2020-TheBoard of Directors of Davide Campari-Milano S.p.A. (Campari or the Company) resolved to submit to the shareholders the proposal to transfer the Company’s registered office to the Netherlands, with simultaneous transformation of the Company into a Naamloze Vennootschap (N.V.) governed by Dutch law with the company name ‘Davide Campari-Milano N.V.’ (the Transaction).
RATIONALE FOR THE TRANSACTION
From a strategic standpoint, through the transfer of the registered office in the Netherlands and the simultaneous introduction of an enhanced voting rights mechanism compared to the current double voting rights mechanism already adopted by the Company (voto maggiorato), Campari intends to pursue the following objectives:
adopting a flexible share capital structure, in order to allow the Company, on the one hand, to maintain and further strengthen a stable shareholder base and, on the other hand, to combine such essential objective with the possibility of pursuing external growth opportunities, such as acquisitions and/or strategic combinations to be accomplished, for example, by means of issuance of new shares in favor of, and/or exchanges of shares with, third parties. This would support Campari Group in the context of the ongoing consolidation process taking place in the global spirits industry,where the Company has had, and intends to continue to have, a leading role as an active player;
rewarding long-term shareholders more effectively and extensively. It is, indeed, believed that a stable shareholder base is more capable of supporting long-term growth strategies. This long-term commitment is considered key in today’s global market of premium spirits, where strong brands, built via long-term brand building strategies, are considered a key source of competitive advantage in the long run;
benefitting from a highly recognized and appreciated corporate law framework by international investors and market operators, so as to promote the global profile achieved by Campari Group, while in the meantime preserving the identity and historic presence of the Company in Italy.
Bob Kunze-Concewitz, Chief Executive Officer: ‘With the transfer of the registered office to the Netherlands and the enhancement of the double voting rights mechanism, by way of introduction of a new special voting rights mechanism, we aim to adopt a flexible share capital structure, which will enable us to pursue further growth through external opportunities and underpin a long-term committed shareholder base, in line with our strategic guidance. We will pursue these objectives without any impact on the organization, management and business operations in Italy or in any other region in which the Group operates. In particular, no reorganization is envisaged, nor is any transfer of the Group’s assets to the Netherlands contemplated. The Company will maintain its tax residence in Italy also upon completion of the Transaction. The maintenance of the current Group structure, which will continue to be led by the Company on a constant and uninterrupted basis, reflects our strategic priorities with reference to Italy, a key market for the Group’s future growth’.