- The Merger by Incorporation was approved by the Board of Directors of TerniEnergia and by the Shareholders’ Meeting of Softeco
- The strategic objective of the merger is to generate a “one smart company”, focused on the sectors with the greatest added value of digital transformation in energy, networks and energy efficiency, transport, mobility, environmental industry and smart cities, as well as technological and industrial activities in the energy sector.
- The transaction envisaged in the Group’s Recovery and Relaunch Plan
The Board of directors of TerniEnergia, a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, and the Shareholders’ Meeting of Softeco Sismat Srl, meeting in extraordinary session, today approved the merger by incorporation (hereinafter also referred to as the “Merger”) into TerniEnergia of Softeco (a company wholly owned by TerniEnergia), by approving the relative merger plan drawn up pursuant to articles 2501-ter and 2505 of the Italian Civil Code and already made public pursuant to law.
The Merger is part of the industrial and strategic plan, already announced to the market with the press release issued by TerniEnergia on October 30, 2019 and with the Recovery and Relaunch Plan, whose effectiveness was announced on September 30, 2019. In particular, the Merger will launch the crucial phase of the Group’s industrial and operational turnaround, which aims to complete the process of strengthening the activities included within the scope of the “IT and Digital” segment, reducing the capital-intensive activities of the “Renewable Utilities” segment. In this way, it will be possible to create a “one smart company” with a core business strongly focused on activities with greater added value in smart energy and digital transformation for the sectors of grids and energy efficiency, transport and mobility, environmental industry and smart cities, as well as technological and industrial activities in the energy sector.
From an organizational point of view, it is believed that the merger will optimize the decision-making processes and improve the use and enhancement of resources and expertise currently existing in the merging companies which, by merging activities into a single legal entity, will lead to an improvement in management efficiency (corporate, accounting and administrative), the creation of synergies and the reduction of overall costs, avoiding the duplication of certain activities on two separate legal entities, with a consequent greater rationalization of costs.
The resolution of the Board of Directors of TerniEnergia, resulting from a public deed pursuant to Article 2505, paragraph 2, of the Italian Civil Code, will be published, once registered in the Company Register, on the website www.ternienergia.com, Investor Relations/Extraordinary Transactions section (where the documents relating to the Merger are already present), as well as made available to the public at the registered office and in the manner provided for by current legislation.
The merger deed is expected to be signed by February 2020, once the additional statutory requirements required by law have been met. As provided for by Article 2501-ter, first paragraph, no. 6 of the Italian Civil Code, the Merger will take effect from the day following the date of the last registration of the merger deed with the competent Company Register, or from the first day of the month following the date of registration of the merger deed.
Considering that the Merger is expected to become effective in 2020, for accounting purposes, the operations of the Merged Company will be charged to the financial statements of the Merging Company as from the first day of the current financial year on the date on which the Merger took effect, and, therefore, as from 1 January 2020.