Genoa, October 24, 2015
Extract of the agreement communicated to Consob, for all intents and purposes, pursuant to Article 122 of Legislative Decree No. 58 dated 24 February 1998, as amended and supplemented ("TUF") and the applicable provisions of the Regulation approved by Consob with resolution no. 11971 on 14 May 1999, as amended and supplemented ("RE").
Pursuant to Article 122 of the TUF and the applicable provisions of the RE, it is hereby given notice, for all intents and purposes, of the following.
On 20 October 2015, Hitachi Ltd., a company incorporated and existing under Japanese laws, with registered office in Nihon Seimei Marunouchi Building, 6-6, Marunouchi 1-chome, Chiyoda-ku, Tokyo 101-8280, Japan, share capital equal to ¥ 458,790,000,000.00 ("Hitachi") and Finmeccanica S.p.a., a company incorporated and existing under Italian laws, with registered office in Piazza Monte Grappa no. 4, 00195 Rome, Italy, share capital equal to €2,543,861,738.00, registered in the Companies’ Registry of Rome with no. 00401990585 ("Finmeccanica"), entered into a second amendment agreement (the “Second Amendment Agreement”) of the share and purchase agreement entered into by the same parties on 24 February 2015 (the "Agreement"), as amended on 28 July 2015 through a previous amendment agreement, for the purchase by Hitachi of all the shares held by Finmeccanica in Ansaldo STS S.p.A. ("Ansaldo STS" or the "Company"), which represent approximately 40% of the share capital thereof (the '"Transaction").
The execution of the sale and purchase of the Ansaldo STS shares provided for under the Agreement (the "Closing") is subject to the condition that the necessary antitrust clearances are issued beforehand, as well as to certain customary conditions precedent for this kind of transaction. The Closing shall take place at same time as the closing of the transfer of the going concern of Ansaldo Breda S.p.A. to the Hitachi group.
The Second Amendment Agreement exclusively provides for the extension until 27 October 2015 of the term for the verification of the fulfillment of the contractual conditions previously provided for 20 October 2015, as communicated on 31 July 2015 pursuant to Article 122 of the TUF. As a consequence, the Company’s Shareholders’ Meeting will be held in Second Call (as defined hereinbelow) in case the last Condition (as defined hereinbelow) has occurred (or has been waived) not later than 27 October 2015.
The Agreement provides, among other things, for certain provisions (which were notified to Consob on 28 February 2015 and 31 July 2015 pursuant to Article 122 TUF and Article 127 RE) designed to implement the Transaction and that could theoretically be construed as a shareholders' agreement, with respect to which, therefore, notice has been given for prudential reasons. The updated essential details of the provisions are set out below.