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Pirelli Shareholders Approve Merging With Marco Polo Industrial Holding

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(Credit: Ken Ishii/Getty Images) CHIBA, JAPAN - JANUARY 10: Models pose next to tire displayed at Pirelli booth at the Tokyo Auto Salon 2014 at Makuhari Messe on January 10, 2014 in Chiba, Japan. The Tokyo Auto Salon runs until January 12, 2014. Tokyo Auto Salon 2014
February 17
4:55 AM 2016

Shareholders of Pirelli have approved proposed merging with the Chinese company Marco Polo Industrial Holding on Monday, February 15. The approval has been rendered through an extra ordinary session of the general meeting for the ordinary shareholders and special assembly for savings shareholders.

The merger is scheduled to be completed by mid 2016 for a value of €7.4 billion ($8.25 billion). Pirelli has been taken over by China National Chemical Corporation (ChemChina) last year. ChemChina however, controls Marco Polo Industrial Holding, reports The Business Times.

The ordinary session of the meeting for ordinary shareholders Pirelli & C. S.p.A. has also acknowledged five persons as the members of the Board of Directors. The session has also recognized two independent directors due to fulfillment of their requisites. Out of the seven directors, six are Chinese, reports Channel News Asia.

The extra ordinary session of the meeting has also approved mandatory conversion of the outstanding savings shares into a special class of newly issued shares. The new shares will be non-voting and non-listed by nature. A special share will be offered for each savings share leaving no option for cash adjustment, reports Automotive World citing a press release of Pirelli & C. S.p.A.

The date of effectiveness of the mandatory conversion will be agreed with Borsa Italiana S.p.A. followed by a disclosure notice on the Company website (www.perilli.com). The disclosure will also be furnished at least in one national newspaper.

The savings shares will be delisted the Electronic Stock Market organized and managed by Borsa Italiana S.p.A. Notably mentioning that the newly issued non-voting shares will not be traded on any regulated market. The shares will be registered and their transfer will be subject to the potential exercise of the pre-emption right by any holder of special shares.

The non-concurring current holders of Pirelli savings shares will be entitled to exercise the withdrawal right pursuant to relevant laws of Italian civil code. However, the right requires to be exercised within fifteen days from the date of registration of these resolutions in the Companies' Register.

Notice for the registration will be brought to public notice through at least one national newspaper and the Company web site. The liquidation price that will be paid to the holders of special shares has been affixed as €14.978 per share.

The extra ordinary session of the meeting for the Pirelli savings share holders has approved merger of the company with ChemChina subsidiary Marco Polo Industrial Holding. Each Pirelli share holder will be offered with a new special type of share having no option for cash adjustment. The date of effectiveness of the mandatory conversion will be brought to public notice through newspaper and Pirelli website.

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