Exor N.V. (“Exor” or the “Company”) announces the results of the Tender Offer set out in the Offer Memorandum published by the Company on 13 September 2023 (the “Offer Memorandum”). The Tender Offer closed at 17:40 CET on 12 October 2023.
25,424,248 Ordinary Shares were validly tendered by Qualifying Shareholders in the Tender Offer and, following application of the scaling-down mechanism set out in the Offer Memorandum, 8,873,452 Ordinary Shares will be purchased at a price per Ordinary Share of EUR 84.5217, for a total consideration of EUR 750 million. This represents 3.8% of the Ordinary Shares issued in the share capital of Exor. The Strike Price of the Tender Offer, determined in the manner described in the Offer Memorandum is equal to the Reference VWAP.
The Tender Offer was oversubscribed, and the aggregate value of the Ordinary Shares validly tendered by Qualifying Shareholders at a price at or below the Strike Price (or as Strike Price Tenders) exceeded EUR 750 million. Because the aggregate number of all Ordinary Shares validly tendered at or below the Strike Price exceeds EUR 750 million, tenders will be accepted as follows, in line with the Offer Memorandum:
• all tenders at a price below the Strike Price or as Strike Price Tenders will be purchased in full;
• tenders at the Strike Price will be scaled down by 19.32% so that the total consideration for the Ordinary Shares purchased in the Tender Offer does not exceed EUR 750 million; and
• all tenders at a price higher than the Strike Price will be rejected and will not be purchased in the Tender Offer.
The settlement of the Tender Offer is expected to take place on or around 17 October 2023.
Exor will start the process of cancelling the Ordinary Shares acquired as part of the Tender Offer and other 4.1 million Ordinary Shares currently held in treasury, representing 5.6% of the Ordinary Shares issued in the share capital of Exor (the “share cancellation”).
In accordance with its Irrevocable Undertaking, 2,386,226 Ordinary Shares will be purchased from Giovanni Agnelli B.V. as part of the Tender Offer. After settlement, Giovanni Agnelli B.V. will hold 122,957,146 Ordinary Shares, representing 52.5% of the Ordinary Shares issued in the share capital of the Company before the share cancellation.
As previously announced, Exor will complement the Tender Offer with on-market share buybacks on Euronext Amsterdam up to the remainder of the announced €1 billion share buyback program.
Terms used but not defined in this announcement have the meaning assigned to them in the Offer Memorandum.