Merger between DMT and EI Towers receives go ahead
MERGER BETWEEN DMT AND EI TOWERS
RECEIVES GO AHEAD
Digital Multimedia Technologies S.p.A. ("DMT") and EI Towers announce that EI Towers - having taken note of the decision of the Italian Anti-Trust Authority of 14 December 2011 to authorise the merger by incorporation of EI Towers into DMT, accompanied by the prescription of a series of measures for the company resulting from the merger, as specified in the decision itself and in the subsequent clarification issued by said Authority on 15 December 2011 - has decided to exercise its right, as provided by the merger agreement, to waive the contractual condition contained therein (i.e. obtaining unconditional authorisation of the merger by the Italian Anti-Trust Authority).
DMT and EI Towers will therefore proceed with the stipulation of the deed of merger by the end of 2011 and the merger will be implemented according to the terms and in the manner resolved by the respective general meetings of the two companies.
Furthermore, amending in part the agreement contained in the contract of sale signed on 28 July 2011 by Elettronica Industriale S.p.A., Millenium Partecipazioni S.r.l. and Alessandro Falciai, and announced to the market on the same date, Elettronic Industriale S.p.A., Millenium Partecipazioni S.r.l. and Alessandro Falciai have agreed that the subject of the sale by Millenium Partecipazioni S.r.l. to Elettronica Industriale S.p.A. will be no. 1,413,118 ordinary DMT shares after the merger, representing 5.0% of the post-merger share capital of DMT (rather than no. 1,602,694 ordinary post merger DMT shares, equivalent to 5.671% of the share capital of DMT after the merger).
The other terms and conditions set forth in the contract of sale remain unchanged, including the share price of EUR 28.08 (corresponding to the valuation resulting from the merger share swap ratio). The total gross price owed by Elettronica Industriale S.p.A. to Millenium Partecipazioni S.r.l. for the sale of the aforementioned shares amounts to EUR 39,677,126.13 (rather than EUR 44,999,987.26).
Following the merger and aforementioned sale, the stakes held directly and indirectly by Elettronica Industriale S.p.A. and Alessandro Falciai in the company resulting from the merger will be equal to 65.001% and 9.328% respectively.
Cologno Monzese, December 21, 2011
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