Approved the merger by incorporation of Ei Towers S.p.A. in Dmt S.p.A.
APPROVED THE MERGER BY INCORPORATION OF
EI TOWERS S.P.A. IN DMT S.P.A.
The Extraordinary Shareholders Meeting of Digital Multimedia Technologies S.p.A. ("DMT") and the Extraordinary Shareholders Meeting of EI TOWERS S.p.A. ("EI TOWERS") have today approved the merger by incorporation of EI TOWERS in DMT.
The exchange ratio of shares was set at 34 new DMT ordinary shares for every 401 ordinary shares EI TOWERS.
On the basis of the aforementioned exchange ratio, the DMT Shareholders Meeting approved the capital increase from the current EUR 1,130,477.50 to EUR 2,826,237.70 through the issue of 16,957,602 shares with face value of 10 cents each, reserved for Elettronica Industriale SpA, the sole shareholder of EI TOWERS, which will have the same enjoyment and other characteristics of the shares outstanding at the time of their issue, and resolved, consequently, to amend Article 5 of the Bylaws as well as the company name in EI TOWERS SpA. Both changes will take effect from the date of the merger.
The DMT Shareholders Meeting, with the attendance of above 64.6% of the share capital, approved the merger with the favorable vote of above 99.8% of the capital attending the Meeting, with no contrary vote of the shareholders attending the meeting other than shareholder or shareholders who hold, in concert with each other, the majority participation, even if relative, provided that more than 10%. Therefore, this implies the exemption in favor of Elettronica Industriale SpA - the sole shareholder of EI TOWERS, which, as a result of the merger, will acquire a stake in DMT equal to 60.001% of the share capital of the latter - to promote a takeover bid on DMT share capital.
The completion of the merger is subject to the unconditional clearance of the Antitrust Authority only, since all the preliminary transactions related to the merger, as mentioned in the Information Document published by the incorporated Company have been completed. EI TOWERS has the right to waive the above mentioned condition precedent, and to perform in any case the merger, should the clearance of the Antitrust Authority be subject to obligations or conditions.
The merger will take effect from the last registration of the merger in the Register of Companies or on the later date specified in the merger deed.
The minutes of the meeting, updated Bylaws and the remaining attachments will be published in time and manner required by law.
Lissone, October 14, 2011
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