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Cassa Depositi e Prestiti SpA (Cdp) announces that the Board of Directors, meeting today under the chairmanship of Franco Bassanini, discussed the details of the acquisition by Cdp of a stake in Snam SpA in response to the Prime Minister’s Decree (DPCM) of 25 May 2012, which designates Cdp as the most appropriate entity to ensure a stable core of shareholders for that company.
The Board approved the acquisition of a holding of 30% less 1 share of Snam from Eni SpA (Eni), in the manner set out in the term sheet between Cdp and Eni.
The Term Sheet between Cdp and Eni sets a price of about €3.517 billion, determined on the basis of a per-share price of €3.47: that amount – supported by a fairness opinion issued by the financial advisor Goldman Sachs – is equal to the weighted average official price of Snam shares between 26 April and 25 May (the date the DPCM was issued), plus a premium of 3% in view of the fact that the transaction involves a plurality of the company’s shares.
The transfer of ownership of the Snam shares to Cdp will take place following approval by the antitrust authorities, with the closing expected in mid-October 2012.
Cdp can pay the price in three instalments, paying market interest to Eni on the deferred consideration:
1. 50% of the price (about €1,759 million) at closing;
2. 25% (about €879 million) by 31 December 2012;
3. 25% by 31 May 2013.
The investment in Snam will be financed as follows:
The acquisition is compatible with the financial and income structure of Cdp and will not subtract resources from the ordinary operations of Cdp, which confirms the targets set out in its three-year business plan.
The acquisition by Cdp of the role of controlling shareholder in Snam will ensure the implementation and additional development of the Snam Group’s operations in Italy and Europe, while safeguarding the public utility nature of the activities carried out by the Group.
The acquisition of Snam also strengthens Cdp’s role in supporting the growth of the country, which depends in part on financing the modernisation and development of major strategic infrastructure networks (as it already does through its stake in Terna for the electricity grid and in Metroweb for broadband).
Rome, 30 May 2012