Pirelli and ChemChina agree closing date, triggering mandatory tender offer

CNRC (ChemChina), Camfin and its shareholders have announced that all the necessary antitrust and regulatory approvals for ChemChina’s purchase of the majority of Pirelli (as announced on 22 March 2015) have been obtained. Therefore the aforementioned parties have agreed to complete the transaction on 11 August 2015. As a result, the pre-announced mandatory tender offer for the remaining shares (at 15 euros each) will be triggered.

At the same time as closing the deal, the direct shareholding of Camfin in Pirelli will be transferred to Marco Polo Industrial Holding S.p.A. (Bidco), a newly incorporated Italian company, and Camfin will reinvest in Marco Polo International Italy S.p.A. (Newco), a company which controls Bidco through Marco Polo International Holding Italy S.p.A. (Holdco).

The parties are expected to fulfil the remaining conditions of the transaction (such as the actual draw down of the funds as per the loan agreement entered into with the syndicate of banks led by J.P. Morgan) on the 11 August closing date.

Tender details

As we have seen, following the completion of the purchase and pursuant to Article 102 of the Italian Consolidated Financial Law, Bidco will launch the expected Mandatory Tender Offer on the remaining ordinary share capital of Pirelli at a price of 15 euros per ordinary share and the Voluntary Tender Offer on the entire savings share capital of Pirelli, subject to reaching at least 30 per cent of the savings share capital, at a price per savings share of 15 euros.

The envisaged shareholders agreement between CNRC (ChemChina), Camfin, Coinv (a company indirectly controlled by Marco Tronchetti Provera and with shares held by Intesa Sanpaolo S.p.A. and UniCredit S.p.A.) and Rosneft controlled Long-Term Investments Luxembourg S.A. (already published pursuant to Article 122 of the Italian Consolidated Financial Law on 27 March 2015) will be executed at closing of the transaction.