KME Group, mandate to top management to call merger meeting

KME Group mandate to top management to call merger meeting

(Finance) – The Board of Directors of KME Group decided to confer sent separately to the Executive President Vincenzo Manes and the Executive Vice President Diva Moriani to convene, by 29 February 2024, the extraordinary meeting to decide on the fusion reversed in the subsidiary KMH.

The proposal of fusion fits into the context of totalitarian voluntary public tender offers in progress on its ordinary and savings shares and “Warrant KME Group SpA 2021 – 2024”. The acceptance period for the Offers ends on 25 September 2023

In the meantime, the company has already initiated the necessary steps procedural process and the related preparatory activities for the purposes of the Merger both for the case of delisting following the Offers, and for the case in which the conditions are not met for the delisting and, therefore, also in the event of non-fulfillment and failure to waive the conditions of effectiveness of the Offers, with consequent ineffectiveness of the same.

As represented in the Offer Document, so far as following the Offers the conditions were not met for the delisting, the Issuer – in line with the motivations and objectives of the Offers – intends achieve delisting through the Merger. Therefore, in the event that, following the Offers, the delisting of the Issuer has not already occurred, the holders of ordinary shares and holders of savings shares of the Company who did not participate in the resolution approving the Merger will in any case be entitled the right of withdrawal.

The Merger remains subject in any case to approval by the competent corporate bodies of the Issuer and KMH.