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The transaction was carried out through Cdp RETI, a wholly-owned subsidiary of Cdp open to other investors, which now holds 30,00003% of SNAM
Cassa Depositi e Prestiti Spa (Cdp) announces that today it completed the closing of the acquisition of 30% less 1 share of the voting capital of SNAM Spa held by ENI Spa. The transaction was undertaken in execution of the agreement reached between Cdp and ENI on 15 June 2012.
The acquisition, which was carried out following satisfaction of a number of conditions (including approval from the antitrust authorities), was executed by Cdp RETI Srl, a wholly-owned subsidiary of Cdp that already held 1.000 SNAM shares. Through Cdp RETI, Cdp now holds a 30,00003% interest in the voting capital of SNAM.
Cdp and ENI agreed a price of about €3.517 billion, equal to the weighted average official price of SNAM shares between 26 April and 25 May 2012, increased by a premium of 3%.
Cdp paid about €1.759 billion (50% of the full price) at today’s closing, while the remainder will be settled in two subsequent instalments of equal value (by 31 December 2012 and by 31 May 2013), in accordance with the terms already announced on 30 May 2012.
As regards its representatives on the SNAM Board of Directors, Cdp nominated Lorenzo Bini Smaghi, Roberta Melfa, and Andrea Novelli who were appointed by the SNAM Board at today’s meeting in replacement of the resigning directors Alessandro Bernini, Massimo Mantovani and Salvatore Sardo.
Cdp intends to open Cdp RETI’s equity to other investors interested in non-controlling stakes, in full compliance with applicable regulations and, more specifically, in formal and substantive compliance with the provisions of the Prime Minister’s Decree of 25 May 2012.
In becoming SNAM’s controlling shareholder, Cdp has strengthened its role in supporting the growth of the country, part of which involves financing the modernisation and development of major strategic infrastructure networks: the entry of Cdp as lead shareholder will ensure that SNAM can implement and further develop the Group’s investment plans in Italy and Europe while preserving the public service nature of its operations.
Finally, the acquisition of the 30,00003% in the voting capital of SNAM does not give rise to any obligation on the part of Cdp to launch a takeover bid pursuant to Article 106, paragraph 1, of Legislative Decree 58/98 (the Consolidated Financial Act). The applicability of this provision was confirmed in CONSOB resolution 18330 of 26 September 2012 (publication in the CONSOB bulletin is pending), as the aforesaid acquisition – for the purposes of the application of the takeover bid provisions - falls within the case of exemption for "transfer … between entities having material shareholding relationships", according to Article 106, paragraph 5, letter b), of the Consolidated Financial Act.
Rome, 15 October 2012