N+V AG

27.12.2023 - 16:00:04

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

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

27.12.2023 / 16:00 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, 27 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. Final 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.

On 20 December 2023 the Extended Acceptance Period (commenced on 1 December 2023) expired and, by notice given by the Offeror, the provisional results of the Residual Offer have been disclosed.

Notice is hereby given that on the basis of the final results communicated by Equita SIM S.p.A., as Intermediary In Charge of Coordinating the Collection of Acceptances, nos. 64,220,427 SFPs, equal to 31.19801 % of the Residual SFPs Subject to the Offer, for a total countervalue of 1,605,510.68 euro, have been tendered in the Residual Offer during the Extended Acceptance Period.

In accordance with the provisions of the Supplementary Offer Document, and as already communicated by the Offeror on 20 December 2023, the effectiveness of the Residual Offer is not subject to any condition.

In consideration of the final results of the Residual Offer, no Allocation will be made.

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.

Payment of the Consideration for the SFPs tendered in the Residual Offer will be made in cash.

The Consideration of the Residual Offer will be paid by the Offeror, through the Intermediary In Charge of Coordinating the Collection of Acceptances, to the Depository Intermediaries, which shall arrange for the transfer thereof to the accounts of their respective Participant clients (or their respective Participant clients' agents) in accordance with the instructions given by their respective Participant clients (or their respective Participant clients' agents) in the respective Acceptance Form.

The obligation of the Offeror to pay the Consideration due for the SFPs tendered in the Residual Offer shall be deemed fulfilled when the relevant funds are credited to the Depository Intermediaries. It is therefore the sole and exclusive risk of the Participants in the Residual Offer that the Depository Intermediaries fail to transfer such funds or delay transfer thereof to the Participants in the Residual Offer, who are entitled to them.

On the Payment Date, the Intermediary In Charge of Coordinating the Collection of Acceptances will transfer all SFPs tendered in the Residual Offer to a securities account open in the name of the Offeror. Payment of the Consideration is subject to completion of the necessary formalities for the transfer of the SFPs to the Offeror's securities account, which transfer will take place at the same time as the payment itself.

Starting from the Payment Date, Participants in the Residual Offer will no longer be able to exercise any economic and administrative rights related to the SFPs tendered in the Residual Offer.

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