(Tiper Stock Exchange) – Nebula Aurea BidCo has announced plans to promote two voluntary totalitarian takeover bids concerning, respectively, the shares and warrants issued by Reevoa company listed on the Euronext Growth Milan market, organized and managed by Borsa Italiana.
In particular, the Offeror, in concert with the companies upstream of the chain of control (Nebula Aurea MidCo, Nebula Aurea Investments and White Bridge Investments III) intends to promote a voluntary public tender offer on n. 4,925,190 Reevo common stock equal to 97.45% of share capital Pre-Dilution and 94.36% of the Fully-Diluted Share Capital and, therefore, representative of the Issuer’s entire share capital.
The offer is net of the no. 129,100 treasury sharesrepresentative of the 2.55% of the Pre-Dilution Share Capital and 2.47% of the Fully-Diluted Share Capital and of n. 165,333 conversion sharesrepresentative of approximately 3.17% of the fully diluted share capital, deriving from the possible exercise of the Warrants in the ratio of no. 1 Conversion Share for every n. 10 Warrants exercised, if the holders of the Warrants exercise the right due to them (the Conversion Shares do not include the 294,090 shares that would derive from the conversion of the 2,940,900 Warrants held by the Reference Shareholders and by Salvatore Giannetto, as of the Commitment of Adhesion.
The second offer concerns a voluntary public tender offer on maximum n. 4,594,230 Warrants representative of all the Warrants issued by the Issuer and outstanding – including the no. 2,940,900 Warrants covered by the Acceptance Commitment.
The Offeror will grant to each subscriber to the Offer on the Shares a consideration equal to Euro 17.60 for each Share tendered in acceptance of the Offer, which incorporates a premium of +20.8% with respect to the official price of the Shares at the close of May 15th. The Bidder will acknowledge a consideration of Euro 0.18 for each Warrant brought in acceptance of the Offer, which incorporates a premium equal to +109.5% compared to the official price of the Warrants recorded on 15 May 2023 (the last closing day prior to the publication of the Press Release, equal to Euro 0.09 .
In the event of total acceptance of the Offer on the Shares, the maximum total value of the Offer on the Shares is equal to Euro 86,683,344. in the event of full acceptance of the Warrant Offer, the maximum total value of the Warrant Offer, assuming that the Warrants covered by the Warrant Offer are not exercised within the end of the Share Offer Acceptance Period – as possibly extended -, and are brought in acceptance of the Offer on the Warrants is equal to Euro 826,961.40. In the event of full acceptance of the Offer on the Shares of all the Shares and the Conversion Shares, assuming that all the holders of Warrants – with the exception of the no. 2,940,900 Warrants held by the Reference Shareholders and by Salvatore Giannetto, as the object of the Acceptance Commitment – convert their Warrants and accept the Offer on the Shares, and acceptance of the Offer on the Warrants by only the Shareholders of
Reference and Salvatore Giannetto, the total value of the Offers will be equal to Euro 90,122,566.80.
The period of acceptance of the Offers will be agreed upon by the Offeror with Consob and Borsa Italiana and will have a duration of between a minimum of fifteen and a maximum of forty trading days, subject to extension. The Acceptance Period will begin following the approval of the Offer Document by Consob and its publication and may be subject to reopening the terms.