Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
December 14 2015 - 8:22AM
Edgar (US Regulatory)
Filed by Telecom Italia S.p.A.
This
communication is filed pursuant to Rule 425 under the United States Securities
Act of 1933
Subject
Company: Telecom Italia S.p.A.
Commission
File Number: 001-13882
Date:
December 5, 2015
IMPORTANT
INFORMATION:
In connection
with the proposed transaction, Telecom Italia expects to file a registration
statement on Form F-4, which will include a prospectus (the “prospectus”), and
a Tender Offer statement on Schedule TO (the “Schedule TO”). The proposed offer
will be made exclusively by means of, and subject to, the terms and conditions
set out in, an offer document containing and setting out the terms and
conditions of the offer and a letter of transmittal to be filed with the United
States Securities and Exchange Commission (the “SEC”) and mailed to shareholders.
The release, publication or distribution of this
material in certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this material is released, published
or distributed should inform themselves about and observe such restrictions.
SHAREHOLDERS ARE URGED TO READ ANY DOCUMENTS
REGARDING THE PROPOSED OFFER WHEN THEY BECOME AVAILABLE (INCLUDING THE EXHIBITS
THERETO) AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED OFFER.
EXCHANGE OF SAVINGS SHARES FOR ORDINARY SHARES:
(I) OFFER TO THE HOLDERS OF SAVINGS SHARES OF ONE ORDINARY SHARE IN EXCHANGE
FOR EACH SAVINGS SHARE HELD, PLUS A CASH PAYMENT; AND (II) THE MANDATORY
EXCHANGE OF THE SAVINGS SHARES NOT SO EXCHANGED AT THE END OF THE OFFER REFERRED
TO IN POINT (I) FOR ORDINARY SHARES. AMENDMENTS TO ARTICLES 5, 6, 14, 18 AND 20
OF THE COMPANY’S BYLAWS. APPROVAL OF ANY RELEVANT AND CONSEQUENT RESOLUTION.
Milan, 5
December 2015
LETTER TO
SHAREHOLDERS
Further to the notices relating to the
Extraordinary General Meeting (“EGM”) of the Company’s ordinary
shareholders and the Special Meeting of the Company’s savings shareholders,
called, respectively, for 15 December 2015 and 17 December 2015 in order to vote
upon the proposed transaction, pursuant to which:
·
holders of savings shares will be offered one
ordinary share issued in exchange for each savings share held plus cash
consideration paid to the Company equal to Euro 0.095 for each share (the “Voluntary
Portion”); and
·
holders of savings shares who do not accept the
offer in the Voluntary Portion will, mandatorily, at a ratio of 0.87 ordinary
share for each savings share held, receive ordinary shares in exchange for
savings shares held (the “Mandatory Portion” and, together with the
Voluntary Portion, the “Transaction”).
We wish to remind you that, in order for the
Transaction to have a successful outcome, both of the following are necessary:
·
a favourable vote by the ordinary shareholders
at the EGM, AND
·
a favourable vote by the savings shareholders at
the Special Meeting.
The opportunity to participate in the Voluntary
Portion depends upon approval of the Mandatory Portion by the Special Meeting; if
savings shareholders at the Special Meeting do not approve the Mandatory
Portion, neither the Voluntary Portion nor the Mandatory Portion of the
Transaction will take place.
In addition, those holders of Savings Shares at
the time of the Special Meeting who do not approve the Mandatory Portion will
have the right to withdraw their savings shares at a liquidation value of Euro
0.9241 per savings share. The occurrence of the Mandatory Portion is subject to
the condition (which the Company may waive) that the liquidation value of the
withdrawal rights actually exercised does not exceed Euro 100,000,000.
We remind you that the record date for the EGM
was Friday, 4 December 2015, and the record date for the Special Meeting is
Tuesday, 8 December 2015, and that in order for you to participate, you must
make a request via your intermediary in accordance with applicable law.
We hope to see you at the relevant shareholder
meeting.
***********
The registration statement, the Schedule TO and
other related documents in relation to the proposed offer will be available
electronically without charge at the SEC’s website, www.sec.gov, after they
have been filed.
This communication does not constitute an
offer or an invitation to subscribe, buy or exchange shares or other
securities. For further information please refer to the reports of the Board of
Directors prepared for the Extraordinary Shareholders Meeting and the Special
meeting of holders of savings shares and available on the website
www.telecomitalia.com.
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