Telecom Italia Media: notification of the petition received from the Common Representative of the savings shareholders

09/21/2015 - 07:31 PM

- + Text size
Print

Notice to U.S. Investors

The merger described herein relates to the securities of two foreign companies. The merger in which Telecom Italia Media S.p.A. ordinary shares and savings shares will be converted into Telecom Italia S.p.A. ordinary shares and saving shares, respectively, is subject to disclosure and procedural requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since Telecom Italia S.p.A. and Telecom Italia Media S.p.A. are located in Italy, and some or all of their officers and directors may be residents of Italy or other foreign countries. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgement.

You should be aware that Telecom Italia S.p.A. may purchase securities of Telecom Italia Media S.p.A. otherwise than under the merger offer, such as in open market or privately negotiated purchases.

Telecom Italia Media declares that it has today received notification of a petition submitted by the Common Representative of the savings shareholders to obtain the urgent suspension of implementation, or at least the inhibition of the implementation, of the Telecom Italia Media shareholder resolution taken on 30 April 2015; this resolution approved the merger by incorporation of the company into Telecom Italia S.p.A..

The hearing for discussion of the petition before the Court of Rome is scheduled for 05 October 2015.

For the related proceedings on the merits, brought by the Common Representative of the savings shareholders (as disclosed in the press release of 18 August 2015), the first hearing is instead scheduled for 15 December 2015.

In acknowledging these initiatives, Telecom Italia Media has confirmed that it has not changed in its belief that the merger is in the Company's interests and in the interests of all its shareholders and stakeholders, that the acts and resolutions taken by the corporate bodies are entirely correct and compliant with applicable legislation and that the merger does not prejudice the rights of the savings shareholders.

Rome, 21 September 2015

telecom italia media