Olivetti – Telecom Italia: Merger deed executed and filed with Company Registers today

07/29/2003 - 00:00 PM

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Merger to take effect on 4 August

Olivetti and Telecom Italia announced that the deed for the merger by incorporation (the “Merger”) of Telecom Italia S.p.A. (the “Absorbed Company”) with and into Olivetti S.p.A. (the “Absorbing Company” also referred to – as a result of execution of the Merger – the “Company Resulting from the Merger”) was executed today and filed with the Company Registers.

The Merger will be effective on 4 August 2003. Consequently, the Absorbed Company will be dissolved and the Absorbing Company will assume title to all the assets and liabilities, rights and obligations of the Absorbed Company, the Absorbing Company will be governed by new By-Laws amending, among other things, the name, registered office, purpose and capital of Olivetti S.p.A.. For Italian accounting and tax purposes, the Merger will be effective from 1 January 2003.
The identifying details of the Company Resulting from the Merger will be as follows:

Telecom Italia S.p.A.
Registered office: Piazza degli Affari 2, Milan
Company headquarters: Corso d’Italia 41, Rome
Share capital: Euro 8,845,640,599.40 (comprising 10,287,061,839 ordinary shares and 5,795,921,069 savings shares, nominal value Euro 0.55 each)
Tax number and Milan Companies Register number: 00488410010

Payment of withdrawal and consideration for the voluntary partial public tender offer

As a result of the amendment of the corporate purpose of the Absorbing Company upon effectiveness of the Merger on 4 August 2003, the condition for the effectiveness of the withdrawal declarations validly received from Olivetti shareholders who exercised withdrawal rights pursuant to art. 2437 of the Italian Civil Code will be satisfied. Consequently, the amount of Euro 0.9984 due on each of the 10,958,057 Olivetti S.p.A. shares with respect to which withdrawal rights were exercised will be paid with same day value and such shares will be cancelled without replacement.

On the same day (4 August 2003) the consideration for the 512,280,322 ordinary shares and 242,936,252 savings shares of the Absorbed Company purchased by Olivetti S.p.A. in the voluntary partial tender offer on ordinary shares (including shares represented by American Depositary Shares – ADS) and the voluntary partial tender offer on savings shares issued by the Absorbed Company, will also be paid (title to such shares was transferred on 25 July 2003).

Allocation of the shares of the Company Resulting from the Merger

As envisaged in the Merger plan, the replacement of the shares of the Absorbed Company held by minority shareholders with shares of the Absorbing Company will take place on 4 August 2003, in the form of a re-distribution of the share capital of the latter (net of shares reimbursed in connection with the exercise of withdrawal rights), following the re-determination of the nominal value of the shares of the Absorbing Company from Euro 1 to Euro 0.55 each. Subsequently, the shares already issued by Olivetti and by the Absorbed Company will be cancelled and replaced with shares of the Company Resulting from the Merger, according to the exchange ratios published on 24 July 2003:
• 0.471553 ordinary shares of the Company Resulting from the Merger, nominal value Euro 0.55, regular dividend rights, in substitution of each Olivetti S.p.A. ordinary share, nominal value Euro 1.00;
• 3.300871 ordinary shares of the Company Resulting from the Merger, nominal value Euro 0.55, regular dividend rights, in substitution of each Absorbed Company ordinary share, nominal value Euro 0.55;
• 3.300871 savings shares of the Company Resulting from the Merger, nominal value Euro 0.55, regular dividend rights, in substitution of each Absorbed Company savings share, nominal value Euro 0.55.

Further information will be provided in a special notice to be published within the next few days in the daily newspapers.