공고 • Apr 02
Retex S.p.A completed the acquisition of Alkemy S.p.A. (BIT:ALK) from Tamburi Investment Partners S.p.A. (BIT:TIP), CIP Merchant Capital Limited, Riccardo Cesare Lorenzini, Duccio Vitali and others.
Retex S.p.A made a voluntary public takeover offer to acquire Alkemy S.p.A. (BIT:ALK) from Tamburi Investment Partners S.p.A. (BIT:TIP), CIP Merchant Capital Limited, Riccardo Cesare Lorenzini, Duccio Vitali and others for €68.2 million on June 3, 2024. The Offeror will pay a consideration equal to €12.00 for each Share tendered in the Offer for 5,685,460 Shares representing 100% of the Issuer's share capital. Retex and DV have undertaken mutual commitments so that, upon completion and subject to the completion of the Offer, DV will reinvest part of the financial proceeds deriving from the acceptance of the Offer through the subscription and release, through a cash contribution, of an increase in share capital of Retex, with exclusion of the right of option , to be executed at an issue price that corresponds to the fair market value of the Offeror. The consideration due for the Shares purchased through the exercise of the Right to Squeeze and the fulfillment of the Obligation. Retex and DV have undertaken mutual commitments so that, upon completion and subject to the completion of the Offer, DV will reinvest part of the financial proceeds deriving from the acceptance of the Offer through the subscription and release, through a cash contribution, of an increase in share capital of Retex, with exclusion of the right of option , to be executed at an issue price that corresponds to the fair market value of the Offeror. The Offer is aimed at acquiring all of the Shares Subject to the Offer and, consequently, at obtaining the Delisting. The effectiveness of the Offer is subject to the fulfillment of each of the following conditions i.e., the achievement of a threshold of acceptances to the Offer such as to allow the Offeror to hold a total shareholding of more than 90%, including in the shareholding also the Shares held by the Persons Acting in Concert, the treasury Shares held by the Issuer, as well as any Shares purchased by the Offeror and/or by the Persons who Act in Concert after the date of this Notice outside of the Offer in accordance with applicable legal and regulatory provisions, before approval by the board of directors of Alkemy of the press release pursuant to Issuers' Regulation, the independent directors of the Issuer will draft a reasoned opinion containing the assessments of the Offer and the adequacy of the Fee, being able to make use of the assistance of an independent expert identified by them for this purpose. The acceptance period for the Offer will be agreed with Borsa Italiana in compliance with the terms set out in article 40 of the Issuers' Regulation and will have a duration of between a minimum of 15 and a maximum of 40 trading days, except for extensions or possible reopening of the deadlines. The offer is subject to the reaching of a threshold of acceptances to the Offer such as to allow the Offeror, jointly with the persons acting in concert, to hold a total participation of more than 90% of the Issuer’s share capital, the obtaining, by the 2nd (second) trading day prior to the Settlement Date, of any authorization, approval and/or clearance that may be required by any competent authority. As of July 12, 2024, Italian Competition Authority (“Autorità Garante della Concorrenza e del Mercato”) communicated to the Offeror, its decision not to start the scrutiny procedure in respect of the above-mentioned transaction. As of July 15, 2024, The CONSOB decided to reopen the abovementioned review period starting from July 13, 2024. The time limit for the review of the Offer Document will expire on July 24, 2024. As of July 25, 2024, The acceptance period to the Offer will start on August 19, 2024, and will end on September 20, 2024, following the end of the Acceptance Period, i.e. on September 27, 2024, the Offeror will pay to each tendering shareholder the Consideration.
The Offeror is assisted by Intermonte and Mediobanca Banca di Credito Finanziario, as financial advisors and Gerardo Gabrielli and Alessandro Capogrosso of PedersoliGattai acted as legal advisor. Equita SIM S.p.A acted as financial advisor and fairness opinion provider, Chiomenti and Cleary Gottlieb Steen & Hamilton LLP acted as legal advisors to Alkemy. Clairfield International acted as legal Advisor to the seller.
Retex S.p.A completed the acquisition of Alkemy S.p.A. (BIT:ALK) from Tamburi Investment Partners S.p.A. (BIT:TIP), CIP Merchant Capital Limited, Riccardo Cesare Lorenzini, Duccio Vitali and others on March 31, 2025. Following the transaction, Retex now directly holds over 4.9 million Alkemy shares , equal to 84.99% of the share capital . Together with the shares held by parties acting in concert – including CEO Duccio Vitali with 4.67% – the overall shareholding rises to 90.08%, exceeding the relevant threshold set by the Consolidated Financial Act. The transaction took place in execution of the contracts signed on February 22, 2025, with some minority shareholders. Alkemy shares will be delisted from Euronext Milan, and shareholders who do not accept the offer will remain holders of financial instruments no longer tradable on a regulated market.