Notice on the occurred filing of the Offer Document
Pursuant to Article 37-ter, paragraph 3, of the CONSOB Regulation adopted with resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented (the “Issuers’ Regulation”)
Milan, November 19, 2018 – Hitachi Rail Italy Investments S.r.l. (the “Offeror”) hereby declares that, on the date hereof, it has filed with CONSOB – pursuant to Article 102, paragraph 3, of Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented (the “TUF”) and Article 37-ter of the Issuers’ Regulation – the offer document (the “Offer Document”) concerning the voluntary public tender offer promoted by the Offeror pursuant to Article 102 of the TUF (the “Offer”) over the total of the ordinary shares of Ansaldo STS S.p.A. (the “Issuer” or “Ansaldo STS”), excluding the shares already held by the Offeror as of the date hereof.
The Offer is directed on a non-discriminatory basis and on equal terms to all the holders of shares of Ansaldo STS and is exclusively promoted in Italy and in the United States of America, pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934 and Regulation 14E adopted pursuant to the U.S. Securities Exchange Act of 1934, pursuant to the exemptions provided by Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934.
The Offer is promoted over a maximum of No. 22,028,377 ordinary shares of Ansaldo STS.
The Offeror shall pay a cash consideration equal to Euro 12.70 for each share of Ansaldo STS tendered in the Offer (the “Consideration”).
The maximum total value of the Offer, in case all the shares of the Issuer are tendered in the Offer, is equal to Euro 279,760,388.
The Offer Document will be published once approved by CONSOB, at the expiry of the review term, pursuant to Article 102, paragraph 4, of TUF.
Pending the publication of the Offer Document, for what is not expressly indicated herein, reference is made to the notice pursuant to Article 102, paragraph 1, of TUF, published on the website www.ansaldo-sts.com for any information relating to the essential elements of the Offer.