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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
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.