During 2013, with the signing of the merger by incorporation of Salini S.p.A. into Impregilo S.p.A., effective as of 1 January 2014, the Campione Nazionale® project was completed. It is geared toward creating a world leader with the expertise, skills, track record and scale required to compete in the global construction industry through more efficient and effective business management.
The key steps that enabled the implementation of the project following one of the most important proxy fight transactions in Europe in recent months can be summarised as follows:
- On 17 July 2012 Impregilo’s Ordinary Shareholders’ Meeting approved the proposal submitted by Salini S.p.A. (“Salini”) by a majority, with the attendance of shareholders holding over 80% of the share capital, for the termination of the directors in office and the appointment of a new Board of Directors made up of 15 directors, 14 of whom were elected from the list presented by Salini;
- On 27 September 2012, Impregilo and Salini Costruttori S.p.A. (Salini’s parent company) signed a strategic commercial and organisational cooperation agreement between the Impregilo Group and the Salini Group in order to launch a collaboration strategy aimed at seizing market opportunities and increasing value for both Groups, as well as producing cost savings due to operating and industrial synergies, while preserving the individual characteristics, structure and make-up of each company. The Parties terminated the agreement by mutual consent in December 2013 following the signing of the aforementioned deed of merger;
- On 6 February 2013, Salini S.p.A., announced its decision, in a special notice pursuant to Article 102, paragraph 1 of Legislative Decree 98/58 (TUF) and Article 37 of Consob Regulation 11971/99 (Issuers’ Regulation), to launch a voluntary public offering, pursuant to Article 106, paragraph 4 of the TUF, for all Impregilo S.p.A. ordinary shares not held by Salini S.p.A. at a price of €4.00 per share;
- the Offer Document was published on 16 March 2013, accompanied by the supporting documentation, specifically the (Impregilo) Issuer Statement, prepared pursuant to Article 103 of the TUF and Article 39 of the Issuers’ Regulation;
- Taking into account the shares tendered during the subscription period (from 18 March to 12 April 2013) and the subsequent reopening of terms period (from 18 to 24 April 2013), by 2 May 2013 Salini held a total of 370,575,589 ordinary shares, equal to approximately 92.08% of total Impregilo S.p.A. ordinary shares.
- In light of the outcome of the offer, as it was not aimed at the delisting of Impregilo shares, Salini S.p.A. announced that it would restore sufficient free float to ensure regular trading of said shares. Therefore, at the reporting date, the investment in the subsidiary amounted to 88.83% of the ordinary share capital.
- On 14 May 2013 Salini’s Board of Directors carried out a preliminary investigation into the merger by incorporation of Salini S.p.A. with Impregilo S.p.A., in order to launch all the preliminary activities to implement corporate integration in a short space of time. It resolved to:
- appoint Vitale & Associati as the independent expert producing the expert appraisal supporting the Board of Directors in determining the share exchange ratio for the merger between Salini S.p.A. and Impregilo S.p.A., as well as BancaIMI and Natixis as advisors to help the Company with all aspects of the transaction;
- appoint PricewaterhouseCoopers S.p.A., Impregilo’s independent auditors, to conduct the statutory audit of the accounts for the preparation of the report pursuant to Article 2501-bis, paragraph 5 of the Italian Civil Code;
- provide the CEO with a mandate to file a request with the Court of Milan for the appointment of the expert who will prepare the report on the adequacy of the exchange ratio pursuant to Articles 2501-sexies of the Italian Civil Code;
- on 24 June 2013, the Boards of Directors of Salini S.p.A. and Impregilo S.p.A. approved the plan for the so-called reverse merger of Salini S.p.A. into Impregilo S.p.A. effective as of 1 January 2014, subject to the approval of the extraordinary shareholders’ meetings of the two companies, setting the exchange ratio at 6.45 Impregilo ordinary shares for each Salini share;
- On 28 August 2013, the Disclosure Document concerning the merger by incorporation of Salini S.p.A. into Impregilo S.p.A. was published at the registered office and on the website of the subsidiary Impregilo S.p.A.;
- On 12 September 2013 the extraordinary shareholders’ meeting of Impregilo S.p.A., by a large majority:
- approved the merger by incorporation of Salini into Impregilo S.p.A. and the reduction of the share capital of the acquiring company pursuant to Article 2445 of the Italian Civil Code.
- assigned the Board of Directors the mandate to increase the share capital without pre-emption right pursuant to Articles 2443 and 2441, paragraph 4, sentence 2, of the Italian Civil Code (amendment of Article 7 of the Bylaws).
- assigned the Board of Directors the mandate pursuant to Articles 2443 and 2420- ter of the Italian Civil Code to increase the share capital and to issue convertible bonds, possibly also without pre-emption right pursuant to Article 2441, paragraphs 4, part 1, 5 and 8 of the Italian Civil Code (amendment of Article 7 of the Bylaws).
- amended Article 33 of the Bylaws, in order to grant the Board of Directors, pursuant to Article 2433-bis of the Italian Civil Code, the power to approve the distribution of interim dividends.
- amended Article 14 of the Bylaws in order to adopt the derogation system provided for by Article 135-undecies, paragraph 1, of Legislative Decree 58 of 1998.
- By deed of Mr. Carlo Marchetti, notary public in Milan, filed under No. 10520 of Folder No. 5396, with the Registers of Companies of Rome on 4 December 2013, and of Milan on 5 December 2013, the merger of Salini S.p.A. into Impregilo S.p.A. was finalised effective as of 1 January 2014 and the company name was changed into Salini Impregilo S.p.A. Therefore, starting from the effective date, Salini Impregilo S.p.A. took over all contracts, assets and existing legal relationships of Salini S.p.A. which the latter was previously a party to, taking on the relevant rights and obligations without interruption.
- Effective as of 1 January 2014, the 62,400,000 shares held by Salini Costruttori, with a nominal value of €1.00 each and constituting the entire share capital of Salini S.p.A., were cancelled with the concurrent allocation to the parent company of 402,480,000 ordinary shares of Salini Impregilo S.p.A., equivalent to 89.95% of the total ordinary share capital.
The merger is an essential step in the industrial and strategic plan pursued by the Group to create a Campione Nazionale® in the complex works and infrastructures construction industry, thus becoming a major Italian player with shares listed on the Milan Stock Exchange that can be a leading industry player worldwide.
In this perspective, the merger between the two companies will enable optimising the critical success factors that characterise the business sectors of interest and yielding further significant benefits, including:
- a broader geographical presence, founded on expert knowledge of the individual countries where the two groups have been successfully operating for decades;
- scale on a par with global industry leaders, providing possible access to large-scale and technologically complex infrastructure projects;
- a solid financial structure characterised by an adequate credit standing and better conditions for access to capital markets;
- commercial and cost synergies that can be achieved by pooling specific expertise and reputations acquired in other market segments, and by striving for greater efficiency through integrated resource management;
- the creation of value for all shareholders and stakeholders by significantly increasing the value of production and operating margins.