Milan, 21stJune 2020 - The press release disseminated by LagfinS.C.A., Sesto San Giovanni Branch on 20thJune 2020,is provided below.
FIN S.C.A. ANNOUNCES THE RESULTS OF THETRANSACTIONON CAMPARIWITHDRAWN SHARES RESERVED TO SELECTED QUALIFIED AND INSTITUTIONAL WITHDRAWING SHAREHOLDERS
LAGFIN TO PURCHASE BETWEEN 28 AND 32 MILLION CAMPARI WITHDRAWN SHARES IN THE INITIAL OFFER TO SUPPORT CAMPARI’S REDOMICILIATION
Luxembourg/Sesto San Giovanni 20thJune 2020
- Campari redomiciliation-related withdrawals and Lagfin’s Transaction launched on 17thJune 2020.
Following the proposed transfer of Davide Campari-Milano (Campari or Company) registered office to the Netherlands (Redomiciliation) and the subsequent exercise of withdrawal rights (at a withdrawal price of €8.376) by shareholders representing ca. 46 million shares, on 17th June 2020, Lagfin S.C.A., Sesto San Giovanni Branch (Lagfin) announced its intention to purchase a minimum of 20 million withdrawn shares and up to a maximum of 38 million Campari withdrawn shares (Shares) (equal to circa 3.2% of the share capital of Campari and to circa 83% of the total withdrawn shares) at a price of €8.000 per share (Transaction).
- Underlying rationaleof the Transaction. The Transaction –for which Lagfin engaged Goldman Sachs International and UBS–witnesses the long-term commitment of Lagfin to Campari and was aimed at supporting the consummation of the Redomiciliation by reducing the cash outlays and cost to be borne by Campari for the liquidation of withdrawn shares (as per Campari’s board’s recommendation of 19thMarch and 21stMay 2020, such cost -to be measured in terms of delta between the withdrawal price and prevailing market price of the Campari shares –is not to exceed circa €7/8 million).
- Results of the Transaction and the decision of certain investors to fully revoke their withdrawals to keep the Campari shares. Although the number of shares participating in the Transaction closed on 19th June 2020 were below the 20 million threshold (also because of the extremely positive market price performance of Campari in the last few days which reached the level of €7.820 during last Friday’s trading day, thus making Lagfin’s proposition lesscompelling), in the course of the Transaction Lagfin has been informed that shareholders representing more than 6.5million shares have expressed their decision to fully revoke their withdrawals so as to be able to maintain their investment in Campari (the acceptance of these revocations remains full responsibility of Campari).
- Consequent potential lowering of the total number of Campari withdrawn shares. Lagfin cannot but welcome this decision made by such qualified investors, not only because they appear to share the same Lagfin’s full confidence in the long-term prospects of Campari, but also because (assuming that the Company accepts such qualified investors’ decision to fully revoke their withdrawals) this could likely bring down the total number of Campari withdrawn shares from ca. 46 million to ca. 40 million.
- Lagfin’s decision to purchase between ca. 28 and ca.32 million withdrawn shares in the framework of the offer to nonwithdrawing shareholders.
Lagfin confirms its strong commitment to Campari and full support to the Redomiciliation. Therefore, considering that the current market conditions have significantly reduced the delta between the withdrawal price and the Campari shares market price, Lagfin announces that it has decided to exercise its option rights (diritto di opzione) and its pre-emptive rights (diritto di prelazione) so as to purchase between ca. 28 and ca. 32 million withdrawn shares that, as per the applicable provisions of Italian law, are currently being offered by Campari to the non-withdrawing shareholders (such offer due to expire on 21stJune 2020). Assuming that the number of residual withdrawn shares to be liquidated by Campari will not exceed circa 10 million, Lagfin expects that the Redomiciliation could eventually be completed.