Amplifon S.p.A. (MTA; Bloomberg ticker: AMP:IM, “Amplifon”), global leader in hearing solutions and services, announces that the Board of Directors, during a meeting held today, definitively approved the project to redefine Amplifon S.p.A.’s corporate structure.
The main objective of the project, which was already approved by the Board of Directors on December 16th, 2020 and announced on the same date, is to redefine the corporate structure of Amplifon S.p.A. in line with the evolution of the group’s organizational structure and multinational nature.
The redefinition of the corporate structure will be implemented through the contribution in kind of the business branch related to the operating activities of the country Italy as consideration for the capital increase reserved to Amplifon, which will be resolved upon by Amplifon Italia S.r.l. (“Amplifon Italia”), a fully owned subsidiary of Amplifon (the “Transaction”). Once the Transaction is finalized, Amplifon will be responsible for the definition and development of the strategic direction and strategic coordination activities for the entire group, while the operating activities related to the country Italy will be managed by Amplifon Italia.
In order to implement the Transaction, (i) the shareholders meeting of Amplifon Italia will resolve on a share capital increase to be carried out in one or more tranches for cash, with share premium, for a maximum amount of up to 25 million euros, and (ii) at the same time, Amplifon and Amplifon Italia will enter into a deed of contribution which will lay out the exact definition of the relevant perimeter, as well as a list of all the assets and liabilities pertaining to the transferred business branch. The same shareholders’ meeting of Amplifon Italia will also resolve on the conversion of Amplifon Italia into a joint stock company which will be effective as of the day of the contribution, as well as on the appointment of the Board of Directors, the Board of Statutory Auditors and the external auditors, which will also be effective as of the same date.
Lastly, Amplifon’s Board of Directors has decided not to proceed at the moment with the contribution in kind of the business branch pertaining to the support, operational coordination and service activities currently carried out by Amplifon in favor of the group.
Currently, all the afore mentioned activities are expected to be finalized in the first half of 2021.
In order to provide comprehensive information about the Transaction, even though Amplifon exercised the right to waive the mandatory publication of an information document for acquisitions and disposals pursuant to Art. 71 of CONSOB Regulation no. 11971 of May 14th, 1991, as subsequently amended, (the “Issuers’ Regulation”), an information document relating to the Transaction, drafted on a voluntary basis, will be made available to the public within the timeframe indicated in Art. 71 of the Issuers’ Regulation.
Furthermore, pursuant to Art. 6 of CONSOB Regulation n. 17221 of March 12th, 2010, as subsequently amended (“Regulation 17221/2010”), Amplifon Italia is a related party of Amplifon as Amplifon Italia is a fully owned subsidiary of Amplifon. However, the Transaction is not subject to the procedures for related parties’ transactions as per the exemption provided by Art. 14, paragraph 2, of Regulation 17221/2010 and Art. 4.2(d) of Amplifon’s Procedure for Related Parties’ Transactions approved by Amplifon’s Board of Directors on July 26th, 2018 and published on Amplifon’s corporate website (https://corporate.amplifon.com). Therefore, Amplifon did not and will not publish an information document relating to the Transaction pursuant to Art. 5 of Regulation 17221/2010.