Exor Press Release - Tender Offer Result
THIS PRESS RELEASE IS NOT FOR
PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR
INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN AUSTRALIA, CANADA,
JAPAN, OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD
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Amsterdam, 13 October 2023
EXOR ANNOUNCES OVERSUBSCRIBED TENDER
OFFER, PART OF ITS €1 BILLION SHARE BUYBACK
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:
tenders at a price below the Strike Price or as Strike Price
Tenders will be purchased in full;
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
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
Terms used but not defined in this announcement
have the meaning assigned to them in the Offer Memorandum.
Exor N.V. (AEX: EXO) is a diversified holding
company that is based in the Netherlands and listed on the AEX. For
over a century, Exor has built great companies and made successful
investments worldwide, applying a culture that combines
entrepreneurial spirit and financial discipline. With a Net Asset
Value of around EUR 34 billion, its portfolio is principally made
up of companies in which Exor is the largest shareholder including
Ferrari, Stellantis, CNH Industrial and Philips.
This press release contains information that
qualifies as inside information within the meaning of Article 7(1)
of the European Market Abuse Regulation (596/2014).
This announcement does not constitute or form
part of an offer or invitation, or a solicitation of any offer or
invitation, to purchase any Ordinary Shares or other
Goldman Sachs Bank Europe SE (“Goldman
Sachs”), which is authorised and regulated by the European
Central Bank and the Federal Financial Supervisory Authority (Die
Bundesanstalt für Finanzdienstleistungsaufsicht) and Deutsche
Bundesbank in Germany, is acting exclusively as Dealer Manager to
Exor and to no-one else in connection with the Tender Offer.
Neither Goldman Sachs nor its affiliates, nor their respective
partners, directors, officers, employees or agents are responsible
to any other person than Exor for providing the protections
afforded to clients of Goldman Sachs or for providing advice in
connection with the Tender Offer.
ING Bank N.V. (“ING") is
directly supervised by the European Central Bank as part of the
Single Supervisory Mechanism and regulated by De Nederlandsche Bank
and the Dutch Autoriteit Financiële Markten, and is acting as
Dealer Manager and Tender Agent exclusively for Exor and for no-one
else in connection with the Tender Offer and will not be
responsible to any person other than the Company for providing the
protections afforded to clients of ING or for providing assistance
in connection with the Tender Offer.
Apart from the responsibilities and liabilities,
if any, which may be imposed on the Dealer Managers under their
respective legal or regulatory regime: (i) none of the Dealer
Managers or any persons associated or affiliated with either of
them accepts any responsibility whatsoever or makes any warranty or
representation, express or implied, in relation to the contents of
the Offer Memorandum, including its accuracy, completeness or
verification or for any other statement made or purported to be
made by, or on behalf of it, Exor or the members of the Board, in
connection with Exor and/or the Tender Offer; and (ii) each of the
Dealer Managers accordingly disclaims, to the fullest extent
permitted by law, all and any liability whatsoever, whether arising
in tort, contract or otherwise (save as referred to above) which
they might otherwise be found to have in respect of the Offer
Memorandum or any such statement.
Cautionary statement regarding
This announcement includes statements that are,
or may be deemed to be, forward-looking statements. These
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms anticipates,
believes, could, estimates, expects, intends, may, plans, projects,
should or will, or, in each case, their negative or other
variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions. By
their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and
Forward-looking statements may, and often do,
differ materially from actual results. Any forward-looking
statements in this announcement reflect Exor’s current view with
respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Group and its operations, results of operations,
and growth strategy. Other than in accordance with its legal or
regulatory obligations (including the Market Abuse Regulation and
applicable stock exchange rules), Exor is not under any obligation
and Exor expressly disclaims any intention or obligation (to the
maximum extent permitted by law) to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Dealer Managers and Tender
Goldman Sachs and ING each act as a Dealer
Manager, and together as the Dealer Managers for the Tender Offer.
ING acts as Tender Agent for the Tender Offer.
Public announcements in connection are available
on the dedicated tender offer website of the Company at
For any questions related to this announcement,
please contact Exor’s Investor Relations at email@example.com or +31
(0)20 240 2 222.
- Exor Press Release - Tender Offer Result
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