Italian Exhibition Group S.p.A. (“IEG”) and BolognaFiere S.p.A. (“BF”), the leading companies in the Italian trade fair and congress market, declare to have signed a non-binding term-sheet (the “Term-Sheet”) with the objective of effecting a merger between IEG and BF on the basis of a merger exchange ratio equal to 1:1 and according to a modality that is yet to be defined by both parties (the “Merger”).
The Merger is intended to create the leading Italian operator in the sector, capable of competing – also thanks to its organisational capacity in Italy and abroad – with the main international players, becoming a spokesperson for the Made in Italy identity and, at the same time, maintaining a strong bond with local realities. The Merger would provide, moreover, a boost to the visibility of the combined identity on the reference markets in addition to an increase in the number of floating shares with the aim of accessing the STAR segment of the Italian stock market.
The completion of the Merger is subject to, among other things, the positive outcome of the activities of due diligence that will be conducted, in addition to the completion of successive company operations that may be necessary in order to achieve the abovementioned exchange ratio.
The Term-Sheet denotes, moreover, a proposal for the structure of the new governance of the combined entity in order to (i) reflect the abovementioned equal exchange ratio (ii) ensure the execution of the exhibition centres’ investment programmes in compatibility with the financial situation of the combined entity and in coherence with the contractual commitments already defined without prejudice to different agreements that will be reached between reference partners of IEG and BF.
The Term-Sheet schedules the completion of the merger to take place by the month of May 2021.
Gianpiero Calzolari, president of BolognaFiere, states: “The merger project will launch us into a solidly international dimension. Once the world has overcome the pandemic emergency, our country will be able to count on a player capable of rising to all of the new challenges ahead with greater effectiveness.”
“We are taking concrete and decisive steps forward towards the conclusion of the merger between the two companies. The difficulties deriving from the pandemic do not diminish our conviction of the industrial value of the project, rather they encourage us to proceed with even greater determination,” comments Lorenzo Cagnoni, president of IEG.
Isabella Bonvicini – BolognaFiere, Communication and External Relations Manager
Elisabetta Vitali – IEG, Head of corporate communication & media relation