History

 

  • On December 1, 2006 De Agostini S.p.A. signed two agreements with Romed International S.A. (henceforth "Romed") and Banca Intermobiliare di Investimenti e Gestioni S.p.A. (henceforth "BIM") aimed at the acquisition of Cdb Web Tech S.p.A. (currently DeA Capital S.p.A.) shares, and bought 47,280,000 shares from Romed and 4,950,000 from BIM.
  • The agreements were finalized on January 11, 2007 following the attainment of the required antitrust authorizations, with the transfer of the shares that represent overall a stake of approximately 51.1% of the Company share capital.
  • The price paid by De Agostini S.p.A. was € 2.86 per share for an overall value of approximately € 149.4 million. The price could be subject to adjustment – solely downwards – if the Company’s net consolidated assets, currently yet undetermined, at the finalization date of the agreements (January 11, 2007) result in being less than the contract estimate.
  • Following the acquisition of the controlling interest, De Agostini S.p.A. was obliged to make a takeover bid for the residual Company capital within 30 days from the transaction, at a price of € 2.874 per share, calculated as the average of:

     1. the price per share paid by Romed and BIM;
     2. the weighted average market price of the past 12 months.
  • The price per share of De Agostini S.p.A.’s takeover bid will remain unchanged even if the per share price to Romed and BIM is adjusted downwards.
  • If De Agostini S.p.A.'s takeover bid results in it holding a stake in the Company of over 90%, De Agostini S.p.A. has indicated that it wishes to restore the free float – according to the terms provided by prevailing legislation – to a level sufficient to insure the normal market trading performance that the Company’s shares currently have.
  • On January 30, 2007 the annual and extraordinary meeting was held and decided – in addition to other matters – to carry out the following:

    - the adoption of the new Company name, DeA Capital S.p.A.;
    - the transfer of the company registered office to Milan;
    - the appointment of new company bodies, specifically new Board of Directors and Board of Auditors members, for the three-year period 2007-2009.
  • At the same meeting the Board of Directors also noted that the Company, being under the control of De Agostini S.p.A., will be subject to its management and co-ordination.
  • On 9th of February 2007 De Agostini S.p.A. sent Consob a communication regarding the compulsory take-over bid according to articles 102 and 106 of the Testo Unico, regarding DeA Capital S.p.A. ordinary shares.