UPDATE TO THE ANNOUNCEMENT BY THE BOARD OF DIRECTORS OF
PARMALAT S.P.A.
pursuant to Article 103, Section 3, of Legislative Decree No. 58 of February 24, 1998, as amended
and integrated, and Article 39 of the Consob Regulation adopted by Resolution No. 11971 of May 14,
1999, as amended and integrated, regarding the
VOLUNTARY ALL-SHARE TENDER OFFER
PROMOTED BY SOFIL S.A.S.
pursuant to Article 102 and following articles of Legislative Decree No. 58 of February 24, 1998, as
amended and integrated
1
Contents
FOREWORD ...........................................................................................................................................3
1.
2.
Description of the meeting of the Board of Directors of March 15, 2017 ..............................4
1.1
Participants at the meeting of the Board of Directors ..........................................................4
1.2
Specification of interest concerning the TO either directly or on behalf of a third-party......4
1.3
Documents reviewed ...........................................................................................................4
1.4
Outcome of the meeting of the Board of Directors ..............................................................5
Considerations of the Board of Directors concerning the fairness
of the increased Price .................................................................................................................5
3.
2.1
Considerations of an industrial and corporate nature .........................................................5
2.2
Addendum to Leonardo’s fairness opinion ..........................................................................5
Update to the Opinion of the Independent Directors and letter updating
Lazard’s fairness opinion ...........................................................................................................5
4.
3.1
Letter updating Lazard’s fairness opinion............................................................................5
3.2
Assessments of the Independent Directors.........................................................................6
3.3
Voting results .......................................................................................................................6
Information about significant events occurring after the approval
of the Issuer’s Announcement ...................................................................................................6
5.
Conclusions of the Board of Directors .....................................................................................6
2
FOREWORD
On March 9, 2017, Sofil announced to the market (the “Announcement Increasing the Offer’s
Price”) its decision to increase from 2.80 euros to 3.00 euros (i) the TO’s price, pursuant to Article 43,
Section 1, of the Issuers’ Regulation (the “Increased Price”) and (ii) the price per share of the Put
Option awarded to creditors. At the same time, the Offeror announced that, with the agreement of
Borsa Italiana S.p.A., it was extending the Offer Acceptance Period for an additional seven
stock market trading days, i.e., until 5:30 PM on March 21, 2017.
*****
On March 15, 2017, the Board of Directors met to approve this announcement pursuant to and for the
purposes of Article 103, Section 3, of the TUF and Article 39, Section 4, second sentence, of the
Issuers’ Regulation (the “Update to the Issuer’s Announcement”); that document should be read as
an integration to, and consequently together with, the announcement prepared in accordance with
Article 103, Section 3, of the TUF and Article 39 of the Issuers’ Regulation, concerning the TO, as
approved by the Board of Directors on February 7, 2017, as integrated on February 20, 2017, at the
Consob’s request, pursuant to Article 114, Section 5, of the TUF (jointly the “Issuer’s
Announcement”), which is cited here by reference for any issues not otherwise specified including
the defined terms that are capitalized.
For a complete and comprehensive knowledge of the assumptions, terms and conditions of the TO,
please refer exclusively to the Offer Memorandum and the Announcement Increasing the Offer’s
Price. Therefore, this Update to the Issuer’s Announcement and the Issuer’s Announcement are not
intended in any way as substituting the Offer Memorandum and the Announcement Increasing the
Offer’s Price and do not constitute in any way, nor can they be construed as such, a recommendation
to accept or not accept the TO and do not replace the judgment of each shareholder with regard to
the TO.
3
1.
Description of the meeting of the Board of Directors of March 15, 2017
1.1.
Participants to the meeting of the Board of Directors
The Directors listed below, the majority of whom are independent, attended the meeting of the Board
of Directors of March 15, 2017 during which the Board approved the Update to the Issuer’s
Announcement pursuant to Article 103, Section 3, of the TUF and Article 39, Section 4, second
sentence, of the Issuers’ Regulation:
Gabriella Chersicla
Chairperson
Yvon Guérin
Chief Executive Officer
Angela Gamba
Independent Director
Pier Giuseppe Biandrino
Independent Director
Nicolò Dubini
Independent Director
Umberto Mosetti
Independent Director
The Directors Michel Peslier, Patrice Gassenbach and Elena Vasco were excused.
The attendees representing the Board of Statutory Auditors included Chairman Marco Pedretti and
the Statutory Auditor Giorgio Loli, who left the meeting before the review and approval of the Update
to the Issuer’s Announcement. The Statutory Auditor Alessandra Stabilini was excused.
1.2
Specification of interests concerning the TO either directly or on behalf of a third-party
With regard to interest concerning the TO either directly or on behalf of a third-party, limited to the
Chief Executive Officer Yvon Guérin, Director Michel Peslier having been excused, please refer to the
declarations set forth in Section 1.2 of the Issuer’s Announcement, the full text of which is being cited
here by reference.
1.3
Documents reviewed
the Board of Directors, as part of its assessment of the Increased Price and for the purpose of
approving the Update to the Issuer’s Announcement, in addition to the documents listed in Section 1.3
of the Issuer’s Announcement, reviewed the following documents:
-
the Price Increase Announcement;
-
the letter updating the fairness opinion rendered on February 7, 2017, issued by Lazard on
March 14, 2017, in its capacity as independent expert for the Independent Directors pursuant to
Article 39-bis, Section 2, of the Issuers’ Regulation;
-
the update to the Opinion of the Independent Directors regarding the TO, issued on March 15,
2017 by the Independent Directors further to the Announcement Increasing the Offer’s price,
pursuant to Article 39-bis of the Issuers’ Regulations (the “Update to the Opinion of the
Independent Directors”);
-
the addendum to the fairness opinion rendered on February 7, 2017, issued on March 15, 2017
by Leonardo, in its capacity as independent expert for the Board of Directors pursuant to Article
39, Section 1, Letter d), of the Issuers’ Regulation.
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1.4.
Outcome of the meeting of the Board of Directors
On March 15, 2017, the Board of Directors approved this Update to the Issuer’s Announcement by a
majority vote, with Director Umberto Mosetti voting against the motion.
2.
Considerations by the Board of Directors concerning the fairness of the Increased Price
2.1.
Considerations of an industrial and corporate nature
In this regard, the full text of the declarations made in Section 2.1 of the Issuer’s Announcement is
cited here by reference.
2.2
Addendum to Leonardo’s fairness opinion
In order to assess the fairness of the Increased Price, the Board of Directors thought it appropriate to
ask Leonardo, in its capacity as independent expert retained by the Issuer within the context of the
TO, to state its remarks regarding the fairness of the Increased Price. In this context, the Issuer, on
March 15, 2017, represented to Leonardo that from the date of issue of the fairness opinion and until
the date of the abovementioned representation, “no event occurred that affects or could affect in a
material and significant manner any of the data, projections or information supplied to Leonardo.
Therefore, Parmalat confirmed that:
i.
no changes have occurred in the economic and financial projections of Parmalat and its
subsidiaries for the 2017-2019 plan period;
ii.
the current trading for January and February 2017 supports the achievement of the 2017 fullyear budget;
iii.
there has been no change in the status of pending litigation in which Parmalat is either a plaintiff
or a defendant; and
iv.
the recent acquisition of cheese producers in Chile was executed on market terms and at a cost
that is not significant when compared to the total invested assets of the Parmalat Group.”
In view of the considerations provided above, on March 15, 2017, Leonardo’s issued an addendum to
its fairness opinion (appended to this Announcement as Annex “A”) in which:
-
it noted that “the Increased price—i.e., 3 euros per Company share—falls within or above the
ranges of the valuation methods adopted”; and
-
concluded that “Based and conditional on the considerations provided above, Leonardo believes
that, on the date this addendum was issued, the Increased Price was fair from a financial
standpoint for the Company’s shareholders.”
3.
Update to the Opinion of the Independent Directors and letter updating Lazard’s fairness
opinion
Prior to the approval of the Update to the Issuer’s Announcement, the Independent Directors, meeting
on March 15, 2017, approved an update to the Opinion of the Independent Directors (the “Update to
the Opinion of the Independent Directors”), in which they set forth their assessment of the fairness
of the Increased Price.
3.1
Letter updating Lazard’s fairness opinion
To that effect, the Independent Directors asked Lazar to provide, in its capacity as independent
expert, an assessment of the fairness of the increased price.
5
On March 14, 2017, Lazard issued a letter updating its fairness opinion (appended to the Update to
the Opinion of the Independent Directors), in which it reached the following conclusions: “[….] we are
of the opinion that, as of the date hereof, the Increased Consideration to be paid in the Offer is fair
from a financial point of view, to the Public Holders.”
3.2
Assessments of the Independent Directors
The conclusions of the Update to the Opinion of the Independent Directors are as follows: “Taking into
account the remarks stated in the Opinion and the content of the Letter Updating the Opinion of the
Independent Expert, the Independent Directors confirm their fairness judgment explained in the
Opinion and point out that, following the increase of the Tender Offer Price to 3.00 euros per Share,
the price now falls between the median value and the top of the range of the values listed in the
Fairness Opinion.”
3.3
Voting results
The Independent Directors approved the Update to the Opinion of the Independent Directors by a
majority vote, with one of the Independent Directors cast a dissenting vote with regard to the fairness
opinion and the content of the document.
For additional information please see the Update to the Opinion of the Independent Directors
(appended to this announcement as Annex “B”).
4.
Information about significant events occurring after the approval of the Issuer’s
Announcement
On March 1, 2017, La Vaquita Holding S.p.A., a Parmalat subsidiary, acquired certain companies that
operate in Chile and are specialized in the cheese sector, with an enterprise value set at about 100
million euros. The acquisition was financed by the Parmalat Group exclusively with internal resources.
On March 3, 2017, the Board of Directors approved a draft of the 2016 financial statements.
5.
Conclusions of the Board of Directors
The Board of Directors, by majority vote,
-
having cited in full the content of the Issuer’s Announcement;
-
having reviewed (i) the Announcement Increasing the Offer’s Price; (ii) the letter updating
Lazard’s fairness opinion; (iii) the Update to the Opinion of the Independent Directors; and (iv)
the addendum to Leonardo’s fairness opinion;
-
taking into account (i) the conclusions of the letter updating Lazard’s fairness opinion, according
to which “[….] we are of the opinion that, as of the date hereof, the Increased Consideration to
be paid in the Offer is fair from a financial point of view, to the Public Holders”; (ii) the
conclusions of the update to the Opinion of the Independent Directors, according to which “the
Independent Directors confirm their fairness judgment explained in the Opinion and point out
that, following the increase of the Tender Offer Price to 3.00 euros per Share, the price now
falls between the median value and the top of the range of the values listed in the Fairness
Opinion”; and (iii) the conclusions of the addendum to Leonardo’s fairness opinion according to
which “the Increased Price—i.e., 3 euros per Company share—falls within or above the ranges
of the valuation methods adopted”; and, therefore, “Leonardo believes that, on the date this
Addendum was issued, the Increased Price was fair from a financial standpoint for the
Company’s shareholders”;
6
-
considering that the Offeror also increased the exercise price per share of the Put Option
awarded to Creditors;
believes that the Increased Price is fair, also noting that it falls within the top end of the price ranges
used by Leonardo and Lazard in their fairness opinions.
Director Umberto Mosetti motivated his dissent recalling the arguments already stated in connection
with the approval of the Issuer’s Announcement and, more specifically, (i) he noted that the valuation
of the Issuer was based on excessively conservative estimates; (ii) questioned certain methodology
choices made by the advisors, particularly with regard to the determination of the terminal value; and
(iii) did not concur with the decision not to attribute a positive value to the potential favorable outcome
of the lawsuit against Citigroup.
*****
In any event, the Board of Directors wishes to point out that the determination as to whether or not
accepting the TO is economically beneficial should be left to the individual’s shareholders upon the
tendering of the shares for acceptance, taking into account all of the considerations provided above,
the performance of the Parmalat Shares, the statements provided by Sofil and the information
contained in the Offer Memorandum and in the Price Increase Announcement..
*****
This Update to the Issuer’s Announcement, together with its annexes, has been published on the
Issuer’s website at the address: www.Parmalat.com
(page: InvestorRelations/miscellanea/OPALactalis2016/comunicatodell’Emittente).
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Annexes
A.
Addendum to the fairness opinion issued by Leonardo on March 15, 2017;
B.
Update to the Opinion of the Independent Directors of March 15, 2017 (to which the letter
updating the fairness opinion issued by Lazard on March 14, 2017 is appended).
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[Letterhead of LEONARDO & CO.]
To the
Board of Directors
Parmalat S.p.A.
Via Gugllielmo Silva, 9
20149 Milan
Milan, March 15, 2017
Re.: Addendum to the Opinion, issued on February 7, 2017, about the financial fairness of the
price offered for the common shares of Parmalat S.p.A., subject of the Voluntary Allshare Tender Offer launched by Sofil S.a.s. pursuant to Article 102 of the TUF and Article
37 of the Issuers’ Regulation
Considering that:
1. on December 27, 2016 Sofil announced to the market its intention to launch the Offer;
2. on February 1, 2017, Parmalat’s Board of Directors awarded to Leonardo the assignment (the
“Assignment”) to provide an Opinion about the fairness, from a financial standpoint, of the
Price (amounting to 2.80 euros per Parmalat share) for the benefit of the Board of Directors;
3. on February 7, 2017, Leonardo issued the Opinion, with the following conclusion: “based and
conditional on the considerations provided above, Leonardo believes that, on the date this
Opinion was issued, the Price was fair from a financial standpoint for the Company’s
shareholders”;
4. on March 9, 2017, Sofil announced to the market that it i) increased the Price to 3.00 euros
for each Share tendered in acceptance of the Offer (the “Increased Price”) and ii) extended
the Offer acceptance period until March 21, 2017;
Parmalat’s Board of Directors asked Leonardo, integrating the Assignment on March 15, 2017, to
prepare and issue an update to the Opinion about the fairness, from a financial standpoint. of the
Increased Price (the “Addendum”).
The words that are capitalized in the Addeddum shall have the same meaning as the one attributed to
them in the Opinion dated February 7. 2017. Please also note that the Addendum should be viewed
as an integral part of the Opinion and, consequently, should not be read separately from the Opinion
and is subject to the same conditions and limitations, unless otherwise stated.
A. Update to the Opinion
By a letter signed on March 15, 2017, Parmalat represented to Leonardo that from the date of issue of
the Opinion and until the date of the abovementioned representation, no event occurred that affects or
could affect in a material and significant manner any of the data, projections or information supplied to
Leonardo.
Therefore, Parmalat confirmed that:
i.
no changes have occurred in the economic and financial projections of Parmalat and its
subsidiaries for the 2017-2019 plan period;
ii.
the current trading for January and February 2017 supports the achievement of the 2017 fullyear budget;
iii. there has been no change in the status of currently pending litigation in which Parmalat is either
a plaintiff or a defendant; and
iv. the recent acquisition of cheese producers in Chile was executed on market terms and at a cost
that is not significant when compared to the total invested assets of the Parmalat Group.
9
Consequently, Leonardo updated, to the issue date of this Addendum, its valuation of Parmalat based
on the set of information about the Company and market valuation parameters underlying the Opinion
and the Addendum.
No significant events and/or facts having occurred, between February 7, 2017 and the issue date of
this Addendum, capable of altering the rationale that underpins the Opinion and/or modify its
conclusions, and based on an update of the analyses and considerations presented above, Leonardo,
considering the Shares outstanding on the issue date of this Addendum, confirms that the Increased
Price—i.e., 3.00 euros per Company Share—falls within or above the ranges of the valuation methods
adopted.
**********
B. Conclusions
Based and conditional on the considerations provided above, Leonardo believes that, on the date this
addendum was issued, the Increased Price was fair from a financial standpoint for the Company’s
shareholders.
Sincerely,
Leonardo & Co S.p.A.
[signed]
10
UPDATE TO THE OPINION OF THE INDEPENDENT DIRECTORS OF PARMALAT S.P.A.
pursuant to Article 39-bis of the Consob Regulation adopted by Resolution No. 11971 of May 14,
1999, as subsequently amended and integrated, concerning the
voluntary all-share tender offer promoted by Société pour le Financement de l’Industrie
Laitière S.A.S. or, in abbreviated form, Sofil S.A.S.
1.
Foreword
1.1
Increase in the price of the Tender Offer promoted by Sofil S.A.S.
By an announcement dated March 9, 2017 (the “Price Increase Announcement”), Sofil S.a.s.
informed the Consob and the market, as required by Article 43, Section 1, of the Issuers’
Regulation, of its decision to increase the Offer’s price from 2.80 euros to 3.00 euros for each
Share tendered in acceptance of the Offer. In the same announcement, the Offeror also
disclosed that, with the agreement of Borsa Italiana S.p.A., it was extending the Offer
acceptance period by seven stock market trading days. Reference is hereby expressly made to
the abovementioned announcement for any additional details.
1.2
Reference to the opinion rendered by the Independent Directors of Parmalat S.p.A. on February
7, 2017 (the “Opinion”)
The expressions that have been assigned a stipulated meaning in the Opinion shall have
hereinafter the same meaning. Unless otherwise expressly stated in this update to the Opinion,
the content of the Opinion remains the same and shall be understood the having been cited
here in full by reference.
2.
Purpose of this update
In view of the decision to increase the Offer’s prince, the Independent Directors, also in
advance of the preparation of an update to the Issuer’s Announcement pursuant to Article 39,
Section 4, second sentence, of the Issuers’ Regulation, deem it appropriate to update the
conclusions they offered in the Opinion. Insofar as applicable, this update was prepared
exclusively pursuant to and for the purposes of Article 39-bis of the Issuers’ Regulation and,
consequently, is made available to the Issuer’s Board of Directors exclusively for the purpose of
the issuance, by said Board of Directors, of an update to the Issuer’s Announcement pursuant
to the abovementioned Regulation. Consequently, this document does not replace the update
to the Issuer’s Announcement and does not pursue in any way the objective of providing
guidance or a solicitation or recommendation for the benefit of any party regarding the decision
to accept or not accept the Tender Offer.
3.
Documents analyzed for the purpose of preparing this update
In order to prepare this update, the Independent Directors analyzed the following documents:


the Sofil announcement pursuant to Articles 36 and 43 of the Issuers’ Regulation of
March 9, 2017, which, inter alia, announced an increase in the Offer’s price;
the letter issued by the Independent Expert on March 14, 2017, a copy of which is
appended to this document (the “Updating Letter of the Independent Expert”).
11
4.
Update
Taking into account the considerations presented in the Opinion and the content of the
Updating Letter of the Independent Expert, the Independent Directors confirm the finding of
fairness detailed in the Opinion and point out that, further to the increase of the Offer’s Price to
3.00 euros, the Price falls near the top of the range of the values listed in the Fairness Opinion.
5.
Voting
It is hereby acknowledged that one of the Independent Directors cast a dissenting vote with
regard to the fairness opinion and the content of this update.
Milan, March 15, 2017
The independent Directors
Pier Giuseppe Biandrino
Nicolò Dubini
Angela Gamba
Umberto Mosetti
12
ANNEX
A. Updating Letter of the Independent Expert dated March 14, 2017.
13