(Finance) – Exprivia a company listed on the Euronext market of the Italian Stock Exchange, announces that today the Board of Directors approved the merger project by incorporation of Exprivia in Abaco3. The Merger Project was also approved today by the Sole Director of Abaco3.
The Board of Directors of Exprivia also resolved to call the Extraordinary Meeting of Exprivia shareholders for 30 April 2024 for the approval of the Merger Project. The Merger is expected to be completed during third quarter of 2024.The Merger falls within the strategy business started with the promotion, by Abaco Innovazione, through Abaco3, of thetotal voluntary public purchase offerconcerning all the ordinary shares of Exprivia, once
to achieve delisting from Euronext Milan. Consistent with said purpose, the Merger was included among Abaco3’s future plans indicated in the offer document published on 15 June 2023.
The Board of Directors and the Sole Director, respectively, of Exprivia and Abaco3, have reached the determination of the exchange ratio following a thoughtful evaluation of the Companies Participating in the Merger and their economic capital, also taking into account the nature of the operation. The Exchange Ratio was determined as follows: 0.0273060882078 ordinary shares of Abaco3 of the nominal value of Euro 1.00 each, for 1 ordinary Exprivia share with a nominal value of Euro 0.52 each. This ratio corresponds to 36.62 ordinary shares of Exprivia with a nominal value of Euro 0.52 for every 1 ordinary share of Abaco3 with a nominal value of Euro 1.00.
As a result and in execution of the Merger, Abaco3 will proceed to carry out a capital increase to service the exchange social for a maximum amount of Euro 814,771.00 through the issue of maximum no. 814,771 shares, serving the exchange.
There Merger will be implemented through: cancellation without exchange of 5,719,207 Exprivia ordinary shares held by
Exprivia same as of 31 December 2023 (i.e. of the different number of shares that will be owned on the effective date of the Merger) and of the 16,326,329 Exprivia ordinary shares held by Abacus3 (or the different number of shares that will be owned on the effective date of the Merger) on the date of the merger plan; cancellation with exchange (in an amount equal to the Exchange Ratio) of the Exprivia ordinary shares in circulation on the effective date of the Merger.