Milan
29 October 2018, 09:00 am

Notice pursuant to Article 102, paragraph 1, of Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented, and Article 37 of the CONSOB Regulation adopted with resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented, as well as pursuant to Article 41, paragraph 2, letter c) of the CONSOB Regulation adopted with resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented (the “Notice”).

Pursuant to Article 102, paragraph 1, of Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented (the “TUF”), and Article 37 of the CONSOB Regulation adopted with resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented (the “Issuers’ Regulation”), Hitachi Rail Italy Investments S.r.l. (the “Offeror”) hereby declares its intention to launch a voluntary public tender offer (the “Offer”) on all of the ordinary shares of Ansaldo STS S.p.A. (“Ansaldo” or the “Issuer”), a company whose shares are listed on the STAR segment of the Italian Electronic Stock Market (Mercato Telematico Azionario, “MTA”) organized and managed by the Italian Stock Exchange (Borsa Italiana S.p.A., “Borsa Italiana”), excluding the ordinary shares of the Issuer held, either directly or indirectly, by the Offeror as of the date of this Notice, as well as the ordinary shares of Ansaldo subject to the Agreement with Elliott (as defined below).

In particular, as of the date of this Notice, the Offeror directly holds No. 101,544,702 ordinary shares of the Issuer, representing 50.772% of Ansaldo’s share capital. Such shares are not subject to the Offer.

Moreover, the Offeror hereby declares, pursuant to Article 41, paragraph 2, letter c) of the Issuer’s Regulation, that on the date of this Notice, the Offeror and Hitachi, Ltd., on the one hand, and Elliott Management Corporation, Elliott International, L.P., Elliott Associates, L.P. and The Liverpool Limited Partnership, on the other, have signed an agreement (the “Agreement with Elliott”) for the acquisition (the “Acquisition”) by the Offeror of the entire shareholding owned by Elliott International, L.P., Elliott Associates, L.P. and The Liverpool Limited Partnership (together, “Elliott”) in the Issuer’s share capital, equal to No. 63,588,837 ordinary shares of Ansaldo, representing 31.794% of the Issuer’s share capital, at a purchase price equal to Euro 12.70 per share, as announced by means of a separate press release disclosed to the market on the date hereof.

The Agreement with Elliott is not subject to conditions. Pursuant to the Agreement with Elliott, the transfer of the Issuer’s ordinary shares from Elliott to the Offeror and the settlement of the relevant price will occur on November 2, 2018.

Following and as a consequence of completion and settlement of the Acquisition, the Offeror, taking into account the ordinary shares of Ansaldo already directly as of the date of this Notice, equal to 50.772% of Ansaldo’s share capital, will come to hold an overall shareholding in the Issuer equal to No. 165,133,539 ordinary shares of Ansaldo, representing 82.567% of the Issuer’s share capital. It is noted that such shares are not subject to the Offer.

Furthermore, it should be noted that the Issuer, as of the date of this Notice, does not hold any treasury shares (azioni proprie).

The Offer is therefore launched on a total of No. 34,866,461 ordinary shares of the Issuer, equal to 17.433% of the Issuer’s share capital (the “Shares”) with a nominal value of Euro 0.50 each, regular dividend, fully paid-up.

The main terms and features of the Offer are summarized below.

The Offer document (the “Offer Document”) will be filed with CONSOB within 20 days from the date of this Notice and published upon completion of CONSOB’s review period pursuant to Article 102, paragraph 4, of the TUF.

Pending publication of the Offer Document, please refer to this Notice, which will be sent to the Issuer for publication on its website (www.ansaldo-sts.com) for any further information regarding the main conditions of the Offer.