Slide 1: Reverse merger of Rossini Investimenti S.p.A. and Fimei S.p.A. with Recordati
Reverse merger of Rossini Investimenti S.p.A. and Fimei S.p.A. with Recordati MILAN, 1 OCTOBER 2020
Slide 2: Aims and results of the merger
Aims and results of the merger The Recordati Board of Directors approved the proposed incorporation through reverse merger of Fimei S.p.a. and Rossini Investimenti S.p.a. in Recordati S.p.a. The transaction is subject to Shareholder approval The merger aims to achieve: ‐ a shortening of the corporat
Slide 3: Simplified merger structure chart based on shareholdings at 30 June 2020
Simplified merger structure chart based on shareholdings at 30 June 2020 Rossini Rossini Rossini Luxembourg Luxembourg Luxembourg S. à r.l. S. à r.l. S. à r.l. No change in structure above Rossini S.à r.l. Rossini Rossini Rossini S. à r.l. S. à r.l. S. à r.l. 100% 100% Before the merger Rossini Inve
Slide 4: Merger Plan - key points
Merger Plan ‐ key points • The transaction, being a major transaction with related parties, was subject to, and has received, the favourable opinion of the Committee for transactions with related parties, wholly composed by independent directors • The transaction is subject to Shareholder approval,
Slide 5: Timetable of Reverse Merger
Timetable of Reverse Merger • By Oct 8 ‐ publication of the Merger Plan and Information Document • Within 10 days from the approval of the merger plan ‐ Golden Power notification • Mid November 2020 ‐ Issuance of the expert’s fairness opinion on the exchange ratio • Mid December 2020 ‐ Extraordinary
Slide 6: Appendix
Appendix MILAN, 1 OCTOBER 2020
Slide 7: Premerger activities and share exchange
Appendix One: Premerger activities and share exchange Before the effective date of the merger the disappearing companies will distribute and pay to their respective shareholders an amount of dividends equal to their surplus liquidity, net of any charges, taxes, and/or costs, and/or debt. Assets that
Slide 8: Accounting treatment - no material change foreseen in Recordati's financial statements
Appendix Two: Accounting treatment ‐ no material change foreseen in Recordati’s financial statements In defining the accounting treatment, due consideration was given to the fact that: •Legal mergers of parent and subsidiary are not specifically discussed under IFRS (and IFRS 3 does not apply to com
Slide 9: ACE Benefit
Appendix Three: ACE Benefit • The allowance for corporate equity (“ACE”) incentive allows a company to deduct from its taxable income an amount equal to the notional return of the new capital invested into Italian corporations. • As a result of the merger, irrespective of the accounting treatment of
Slide 10: Company declarations, disclaimers and profile
Company declarations, disclaimers and profile DECLARATION BY THE MANAGER RESPONSIBLE FOR PREPARING THE COMPANY’S FINANCIAL REPORTS The manager responsible for preparing the company’s financial reports Luigi La Corte declares, pursuant to paragraph 2 of Article 154‐bis of the Consolidated Law on Fina