Press releases

Press releases

GLOBAL Financial

Milan, 18thJune 2020 - Oninformal request received from Consob today, it is provided below the press release disseminated by LagfinS.C.A., Sesto San Giovanni Branch on 17th June 2020.


Luxembourg/Sesto San Giovanni, 17th June 2020–Lagfin S.C.A., Sesto San Giovanni branch (Lagfin), the controlling shareholder of Davide Campari-Milano S.p.A. (Campari), announces its intention to purchase up to maximum of c. 38 million Campari withdrawn shares, equal to circa 3.2% of the share capital of Campari (the Shares), at a base price equal to €8.000 per share (such price being lower than the withdrawal price of €8.376) (the Transaction). The Transaction is open exclusively to certain Campari institutional and qualified shareholders having exercised the withdrawal right in the context of the proposed transfer of Campari registered office to the Netherlands with simultaneous transformation of the Company into a Naamloze Vennootschap (N.V.) governed by Dutch law (the Redomiciliation) and is subject to the conditions indicated below.

Lagfin has engaged Goldman Sachs International (GSI) and UBS (UBS) to identify investors wishing to sell the Shares and provide assistance for the purchase of the Shares. The process will commence immediately and Lagfin may at its discretion close the process at any time; the process will in any case terminate no later than Friday 19th June 2020 at 18:00 CET. The selected withdrawing shareholders wishing to participate to the Transaction will be required to irrevocably waive and revoke their withdrawals in order for the proposed trade to settle (subject to Campari accepting such waivers and the Shares being unlocked).

The Transaction is conditional upon Lagfin purchasing at least 20 million Shares. If successful, the settlement of the trades will occur as soon as technically practicable.

The Transaction is open to, and orders to sell Shares will be considered only from, no more than 120 withdrawing shareholders (corresponding to shareholders having withdrawn more than 49,000 Campari shares) that are either (a) qualified investors (as defined under Article 34-ter, paragraph 1, let. b, of the Regulation adopted with Consob’s resolution No. 11971 of 14 May 1999 on issuers and under Annex 3 to the Regulation adopted with Consob’s resolution No. 20307 of 15 February 2018 on intermediaries), or (b) international institutional investors (in each case, other than U.S. persons as defined in Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”), and investors located in United States of America, Australia, Japan or any other jurisdiction where the offer of financial instruments is not permitted without the authorization of the competent authorities, and without prejudice to any exemption provided under the applicable laws and in compliance with the applicable laws and regulations).

The Transaction confirms the long-term commitment of Lagfin to the Campari Group and, by reducing the cash outlays and cost to be borne by Campari for the liquidation of withdrawn shares, aims at supporting the consummation of the Redomiciliation.

The outcome of the Transaction and the final number of Shares to be purchased by Lagfin will be disclosed upon conclusion of the Transaction.