Bank Bper announced that, with the takeover bid launched on Carige, the threshold of 95% of the Ligurian bank’s capital has been reached. The threshold, the press release specifies, is relevant for the purposes of exercising the right to purchase pursuant to Article 111 of the TUF, which establishes that, following a total public offer, the bidder who holds a stake of at least ninety-five percent of the capital represented by securities in a listed Italian company, has the right to purchase the remaining securities within three months of the expiry of the deadline for accepting the offer, if he has declared in the offer document his intention to avail himself of this right. 95% is the threshold beyond which you can use the squeeze out, a legal institution that assigns under particular conditions the right to purchase the residual shares following the promotion of a takeover bid.
With a widespread note, Bper “announces that on the basis (i) of the final results of the Offers communicated by the Offeror on 3 August 2022; (ii) the provisional daily results of the Sell-Out Procedure received by the Intermediary Responsible for Coordinating the Collection of Acceptances up to today’s date; (iii) of the Treasury Shares held by the Issuer; and (iv) of the Ordinary Shares held by the Offeror (including the Ordinary Shares purchased outside the Mandatory Offer), the Offeror (Bper) will hold, following the Sell-Out Procedure, a stake equal to at least 95.05% of the Issuer’s ordinary share capital (Carige). In light of the foregoing, due to the achievement of the threshold of 95% of the ordinary share capital of the Issuer, the conditions are met for the exercise by the Offeror of the Right to Purchase the Residual Ordinary Shares, which the Offeror has already declared in the Offer Document that it intends to exercise pursuant to and for the purposes of Article 111 of the TUF. It should be noted that, as indicated in the Offer Document, the Offeror will exercise the Right to Purchase and, at the same time, will fulfill the Obligation to Purchase the Residual Ordinary Shares pursuant to Article 108, paragraph 1, of the TUF by initiating a single procedure whose terms and conditions will be agreed with CONSOB and Borsa Italiana (the ‘Joint Procedure’) “.
Bper underlines that “the methods and terms with which the Offeror will initiate the Joint Procedure will be disclosed as soon as possible within the terms of the law following the communication of the definitive results of the Procedure
by Sell-Out. It should be noted that, following the occurrence of the conditions of the Right to Purchase the Ordinary Shares
Remaining subject of the Joint Procedure, Borsa Italiana will order the suspension and revocation of the Issuer’s Ordinary Shares from listing on Euronext Milan, taking into consideration the time schedule for the exercise of the Purchase Right itself “.
Again Bper: “It should also be noted that, pursuant to art. 2.5.1 of the Stock Exchange Regulations, Borsa Italiana will order
simultaneous revocation of the listing of the Savings Shares (currently suspended from trading from 11 December 2020). As communicated to the market on 19 August 2022 regarding the planned merger by incorporation of Carige into BPER, the holders of the Savings Shares who do not
have accepted the Reopened Voluntary Offer will have the right to opt for a swap in BPER ordinary shares traded on Euronext Milan or, alternatively, for a swap in newly issued BPER preference shares, which will not be traded on any regulated market and which
they will have the same statutory privilege as the Savings Shares currently in circulation. Finally, it is recalled that the period for submitting Sales Requests as part of the Sell-Out Procedure and the Acceptance Forms for the Reopened Voluntary Offer will end at 5.30 pm (Italian time) on 9 September 2022. Therefore, 9 September 2022 represents the last day to submit the Sales Requests and the Acceptance Forms for the Reopened Voluntary Offer “.