AS ROMA “CdA ritiene congruo il corrispettivo per ciascuna azione ordinaria”

(.COM) Il Consiglio di Amministrazione di S.p.A. (“ Roma” o l’“Emittente”), riunitosi in data odierna, ha approvato il redatto ai dell’art. 103, comma 3, del D. Lgs. n. 58/1998 (il “TUF”) e dell’art. 39 del Regolamento n. 11971/1999 (il “ dell’Emittente”), esprimendo le proprie valutazioni in merito all’offerta pubblica di acquisto obbligatoria totalitaria promossa da Romulus and Remus Investments LLC (l’“Offerente”), ai degli articoli 102, 106, comma 1, e 109 del TUF, su n. 844.785 ordinarie di Roma (l’“Offerta”) In particolare, il Consiglio di Amministrazione ha ritenuto congruo, da un di vista finanziario, il corrispettivo di 0,1165 per ciascuna azione ordinaria portata in adesione all’Offerta.

Ai fini delle predetta valutazione il Consiglio di Amministrazione ha esaminato i e condizioni dell’Offerta descritti nel relativo documento di offerta, approvato dalla in data 2020 (il “Documento di Offerta”), nonché ha tenuto conto (i) della fairness opinion rilasciata da Rothschild & Co, in qualità di advisor finanziario indipendente del Consiglio di Amministrazione e degli amministratori indipendenti dell’Emittente, e (ii) del parere degli Amministratori Indipendenti redatto ai dell’art. 39-bis del Regolamento n. 11971/1999 (il “Parere degli Amministratori Indipendenti”), approvato anch’esso in data odierna. Per un’illustrazione completa delle valutazioni compiute dal Consiglio di Amministrazione si rinvia al dell’Emittente, che sarà reso unitamente al Documento di Offerta in data 8 ottobre con le modalità previste dalla normativa vigente. Al dell’Emittente saranno allegati (i) la fairness opinion di Rothschild & Co e (ii) il Parere degli Amministratori Indipendenti.

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