UNLESS ACTUAL WITHDRAWALS ARE NOT OF NEGLIGIBLE AMOUNT, THE BOARD RECOMMENDS CANCELLING THE TRANSACTION AND POSTPONING IT WHEN MARKET CONDITIONS STABILIZE
Milan, March 19th, 2020 - Further to the communicationof March 16th, 2020, Davide Campari-Milano S.p.A. clarifies that, in order to contain the potential loss resulting from the liquidation of the withdrawn shares, and hence the cost of the Transaction, and in the best interest of the Company and its shareholders, the Board of Directors recommends to its shareholders (to be convened on the New EGMby June 30th, 2020) to revoke the March 27 EGM resolution (if approved) on the transfer of the Company’s registered office,in the event that the withdrawn shares were not of a negligible amount. Under the current market conditions, driving a significant discount inthe current share price to the withdrawal price of €8.376, an acceptable levelof withdrawn shares is identified in in the region of 3 million shares, which corresponds to a numberof shares substantially below the maximum amount payable of €150 million.
Campari confirms that the Transaction constitutes one of the pillars of the long-term strategy of the Group and should not impact long-term oriented supporting shareholders and, at the same time, reward non-supporting investors. In light of this, there is no urgency to complete the Transaction since-as already clarified with the communication of March 16th, 2020-in the event that it cannot be completed for any reason (including if the March 27 EGM’s proposed resolution approving the Transaction is revoked by the New EGM), it will be submitted to the shareholders’ approval once again as soon as the market and stockprice conditions will stabilize and cease to be affected by the current extraordinary circumstance.