N+V AG

20.12.2023 - 18:15:02

Purchase offer on SFP (PFI) issued by Astaris SpA - ex Astaldi SpA - ISIN IT0005422925 - Preliminary results of the Offer

N+V AG / Schlagwort(e): Übernahmeangebot/Ankauf

20.12.2023 / 18:15 CET/CEST

N+V AG
Registered office at Schochenmühlestrasse 4, 6340 Baar, Switzerland
Registered in the Commercial Register of the Canton of Zug (Switzerland)
under No. CHE-366.529.445

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Baar, 20 December 2023

RE: Voluntary tender offer (the "Offer") launched by N+V AG, with registered office at Schochenmühlestrasse 4, 6340 Baar, Switzerland ("Offeror") on 2 November 2023, as amended and extended effective as of 1 December 2023, on maximum nos. 220,000,000 participating financial instruments with ISIN IT0005422925 (the "SFPs") issued by Astaris S.p.A. (formerly Astaldi S.p.A.), for a price of 2.5 euro cent per SFP. Preliminary results of the Offer for the period comprised between 1 December 2023 (included) and 20 December 2023 (included) (the "Residual Offer")

Reference is made to the captioned Residual Offer, as described in more details in the document named "Documento Integrativo di Offerta" published by the Offeror on its website at the address www.nv.ag (the "Supplementary Offer Document").

As used herein and unless otherwise defined, capitalized terms have the meaning ascribed to them in the Supplementary Offer Document.

Notice is hereby given that on the date hereof the Extended Acceptance Period (commenced on 1 December 2023) expired.

On the basis of the provisional results communicated by Equita SIM S.p.A., as Intermediary In Charge of Coordinating the Collection of Acceptances, nos. 56,855,700 SFPs, equal to approximately 27.62026 % of the Residual SFPs Subject to the Offer, for a total countervalue of 1,421,392.50 euro, have been tendered in the Residual Offer during the Extended Acceptance Period.

In accordance with the provisions of the Supplementary Offer Document, the effectiveness of the Residual Offer is not subject to any condition.

The Consideration due to the holders of the SFPs tendered in the Residual Offer during the Extended Acceptance Period, equal to 2.5 euro cent per SFP, will be paid to the participants in the Residual Offer on December 28, 2023 (the "Payment Date") against the simultaneous transfer of ownership of such SFPs to the Offeror.

In consideration of the provisional results of the Extended Offer, no Allocation will be made.

The final results of the Residual Offer will be announced by way of press release, which the Offeror will make available to the public on 27 December 2023 i.e., the Business Day immediately preceding the Payment Date.

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