EXOR approves cross-border merger plan to create Holding Company EXOR N.V.July 25, 2016
New simplified corporate structure further aligns EXOR with its existing major businesses
Transaction supported by Giovanni Agnelli & C. and a group of globally prominent entrepreneurs and institutions
EXOR to retain Borsa Italiana listing
The Board of Directors of EXOR (the “Company”), meeting today in Turin under the chairmanship of John Elkann, resolved to propose to shareholders a simplified corporate structure to better reflect the ever more global profile of the Company and its businesses.
Proposed Transaction in Summary
The Board is proposing a cross-border merger of EXOR with and into EXOR Holding N.V. (“EXOR N.V.”), a wholly-owned Dutch subsidiary of EXOR in which EXOR N.V. will survive as the new parent company.
• Each current EXOR shareholder will receive 1 Ordinary Share of EXOR N.V. with 1 voting right for each EXOR share owned.
• The Ordinary Shares of EXOR N.V. will be listed solely on the Mercato Telematico Azionario managed and organized by Borsa Italiana.
• EXOR N.V. will adopt a loyalty voting structure designed to incentivize long-term share ownership: for each EXOR N.V. ordinary share held without interruption for a period of 5 years, shareholders will be entitled to 5 voting rights at the end of that period, and for each EXOR N.V. ordinary share held without interruption for a total of 10 years, shareholders will be entitled to 10 voting rights at the end of that period.
The transaction is conditional, amongst other things, on the amount payable by EXOR to (a) those shareholders who exercise their statutory right of withdrawal (recesso) and (b) creditors of EXOR exercising their creditor opposition rights not exceeding EUR 400 million in aggregate value. EXOR’s controlling shareholder Giovanni Agnelli & C. S.a.p.az. (“GAC”) and a number of long-term oriented entrepreneurs and institutions have committed to acquire EXOR shares, available from the exercise of the right of withdrawal (recesso) and that may have not been purchased in the offer and sale process provided for under Italian law. Specifically, GAC has committed to acquire EXOR residual withdrawn shares up to aggregate amount of EUR 100 million (based on the price per share equivalent to the withdrawal price) and, should the aggregate value of the residual withdrawn shares exceed EUR 100 million, the other investors, severally and not jointly, will acquire the remaining amount pro rata based on their commitments, up to the aggregate amount of EUR 300 million.
The price payable to shareholders exercising their withdrawal rights is EUR 31.2348 for each share. Today’s closing price of EXOR shares was EUR 33.51.
GAC, which today owns 52.99% of EXOR’s issued capital, has confirmed its full support for the transaction.
The transaction does not have an impact on EXOR’s controlled companies, whose industrial and fiscal commitments remain unchanged in each jurisdiction in which they operate.
Commenting on the proposal, John Elkann, Chairman and CEO of EXOR said:
“Over the past ten years we have continuously simplified and developed on the back of the evolution of our businesses. Our principal investments have themselves already reorganized their own corporate structures to better reflect their global activity and it is natural that we align EXOR with them.
The proposal we are making today, which provides us with a simpler corporate structure, is a further important step in EXOR’s development as a globally active holding company. We also believe the loyalty scheme will reward committed long-term shareholders and I’m delighted that this project has already received the support of a number of the world’s most successful entrepreneurs and institutions, including some we are proud to have as existing shareholders.”
Background to and Rationale for the Merger Proposal
Over the past years, EXOR has created value for all of its shareholders by progressively focusing its investments on a limited number of globally relevant businesses. Since the listing of EXOR in March 2009 to March 31, 2016, its Net Asset Value per share in US dollars has grown at a compound annual rate of 17.5%, almost 5.8 percentage points more than its benchmark MSCI World Index in US dollars. During the same period, the Group’s share price has recorded annualized growth of 27.2%.
EXOR has thus grown to become one of Europe’s leading holding companies with controlling or significant shareholdings in a number of global businesses. These include PartnerRe, a leading reinsurer; Fiat Chrysler Automobiles, the seventh largest automobile manufacturer; CNH Industrial, one of the world’s largest capital goods companies; Ferrari, the most recognizable luxury sports car brand; and The Economist Group, the leading English language media group specializing in the analysis of business and world affairs. During the course of the past three years, as part of the normal evolution of their businesses, Fiat Chrysler Automobiles, CNH Industrial and Ferrari have themselves reorganized their corporate structures and in the process have identified the Netherlands as their legal domicile, while at the same time retaining their Borsa Italiana Stock Exchange listings. Also, EXOR’s largest investment PartnerRe is controlled through a Dutch company.
It is in this context that the Board of Directors of EXOR believes that the time is now right to take the next natural step in the Group’s development by properly aligning its own governance with the indisputably global character of its principal businesses. The new simpler corporate structure and the loyalty scheme, designed to incentivize long-term investment in the company, will help EXOR achieve even more solid foundations for its future growth.
25 July 2016: Announcement of Merger Proposal.
3 September 2016: EXOR Shareholders Meeting to approve the Proposal.
It is envisaged that the Merger will become effective by the end of 2016, subject to the satisfaction or the waiver of the conditions precedent.
All documents concerning the Merger, including the Common Cross Border Merger Plan, the Board Reports, the Information Document and the proposal of resolution, will be made available to the public within the terms of law.