The Board of Directors of TerniEnergia, a smart company listed on the Italian Stock Exchange (MTA) and part of the Italeaf Group, and the Board of Directors of Softeco Sismat Srl, the Group’s digital company, today approved the proposal for the merger by incorporation of the wholly owned subsidiary Softeco Sismat Srl into the parent company TerniEnergia S.p.A., as well as the related merger plan (hereinafter also referred to as the “Merger”).

Purpose of the merger

The transaction approved represents one of the initiatives aimed at improving the efficiency of the management to be implemented as part of the Recovery and Relaunch Plan of the TerniEnergia Group 2018-2022. The merger will start the crucial industrial and operational turnaround phase of the Group, 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” sector. 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 renewable energy sector. The post-merger company will therefore have the identity of technological enabler to allow its
customers to address in an optimal way the energy transition and digital transformation, with services and solutions enhanced by the integration of the technological and information technology skills of Softeco Sismat and industrial, plant development, asset management in the renewable energy and environment of TerniEnergia.
The Company, more efficient and more sustainable and therefore in the position to generate value from its evolution, can focus itself on the business of innovative solutions, which allow the exploitation of the potential offered – in a context of radical change – by Information Technology and digital transformation (One smart company).
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.