Possible Restructuring of Subsidiaries
March 16 2009 - 3:00AM
UK Regulatory
TIDMBRDH
RNS Number : 8753O
Burani Designer Holding N.V.
16 March 2009
BURANI DESIGNER HOLDING N.V. ("Burani")
BOARDS REVIEW THE PROSPECT OF MERGER BETWEEN MARIELLA BURANI FASHION GROUP AND
ANTICHI PELLETTIERI
Burani Designer Holding N.V. (AIM: BRDH), a company offering Italian lifestyle
products and services to customers world-wide, announces that the Board of
Directors of Mariella Burani Fashion Group SpA ("MBFG") and Antichi Pellettieri
SpA ("AP") met yesterday and agreed to review a potential merger of the two
companies.
Burani currently holds a 70.2% indirect stake in MBFG through the 92.5%
subsidiary Mariella Burani Family Holding S.p.A (MBFH) and a further 1.9% stake
through other interests.
The Boards of MBFG and AP expect to be in a position to announce the details of
the merger by the end of March 2009. Accordingly, they have agreed to postpone
the approval of the respective company's individual and consolidated financial
statements until then.
The merger is aimed at simplifying the structure of the Group by shortening its
chain of control thereby providing significant benefits including:
* a reinforced capital structure;
* the reduction of third party minorities;
* a streamlined decision making process to more quickly adapt the Group's
industrial structure to respond to changes in international markets;
* increased efficiencies through the concentration of strategic, financial, and
management and administrative activities; and
* improved treasury management, with more efficient allocation of capital within
the Group.
For purposes of ascertaining the transparency and fairness of the transaction,
the Boards of Directors of MBFG and AP, in compliance with their corporate
governance rules, will appoint financial advisors to assist the companies in the
evaluation and the financial implications of the transaction, including the
issuance of a fairness opinion on the exchange ratio in the proposed merger
between MBFG and AP.
Enquiries:
Burani Designer Holding N.V. Tel:+39 02 7642 0111
Carol Brumer, IR
Shore Capital (NOMAD) Tel:+44 20 7408 4090
Christian Littlewood
JOINT PRESS RELEASE
Cavriago, March 14, 2009
BOARDS REVIEW THE PROSPECT OF MERGER BETWEEN MARIELLA BURANI FASHION GROUP AND
ANTICHI PELLETTIERI
The Board of Directors of Mariella Burani Fashion Group SpA and Antichi
Pellettieri SpA met yesterday and agreed to review a proposed merger of the
companies.
As a result of preliminary analysis, the Boards expect to be in a position to
approve a merger by the end of March 2009. Accordingly, they have agreed to
postpone the approval of the respective company's individual and consolidated
financial statements at that time.
The merger under study is aimed at simplifying the structure of the Group by
shortening its chain of control thereby providing significant
benefits including:
* a reinforced capital structure;
* the reduction of third party minorities;
* streamlined decision making process to more quickly adapt the Group's industrial
structure to respond to changes in international markets;
* increased efficiencies through the concentration of strategic, financial, and
management and administrative activities providing for reduced costs; and
* optimized treasury management, with more efficient allocation of capital within
the Group.
For purposes of ascertaining the transparency and fairness of the transaction,
the Boards of Directors of MBFG and AP, in compliance with their corporate
governance rules, will respectively appointed financial advisors to assist the
companies in the evaluation and the financial implications of the transaction,
including the issuance of a fairness opinion of the exchange ratio in the
proposed merger between MBFG and AP. Shareholders of both companies in the
proposed merger are not expected to be entitled to withdrawal rights.
Walter Burani, Chariman of the Board of Directors and Managing Director of MBFG
declares: "The simplification of the Group structure is expected to create value
for all shareholders and increase industrial, operating and financial
efficiencies."
Contacts:
Investor Relations & Strategic Development:
Carol Brumer, tel. (+39) 02 76420111 e-mail: cbrumer@mariellaburani.com
Director Corporate Communication:
Daniela Zari, tel. (+39) 02 76015354 e-mail: dzari@mariellaburani.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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