A2A S.p.A. propose merger to acquire remaining 49% stake in Linea Group Holding S.p.A. from Societ? Cremasca Servizi Spa, ASM PAVIA S.p.A., Astem Spa, AEM Cremona SpA and Cogeme Spa for approximately ?130 million.
April 15, 2021
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A2A S.p.A. (BIT:A2A) propose merger to acquire remaining 49% stake in Linea Group Holding S.p.A. from Societ? Cremasca Servizi Spa, ASM PAVIA S.p.A., Astem Spa, AEM Cremona SpA and Cogeme Spa for approximately ?130 million on April 16, 2021. Under the terms, exchange ratio is set to 0.928 per share. The preliminary merger proposal is subject to the approval of the relevant bodies of the minority shareholders of LGH and envisages that the latter, after the merger, will hold a 2.75% share capital of A2A. As of June 15, 2021, A2A announces that the preliminary merger proposal has been accepted by the minority shareholders of LGH S.p.A., based on the percentage and according to the contractual terms. The merger transaction will be subject to subsequent approval by the relevant corporate bodies of A2A S.p.A. and LGH S.p.A., to which the merger plan will be submitted under the applicable legal terms. As of June 28, 2021, the respective boards of directors approved the merger project by incorporation of LGH into A2A, drawn up pursuant to art. 2501-ter et seq. of the Italian Civil Code and which will be subject to the prescribed disclosure obligations within the terms of the law. The extraordinary shareholders meetings of the two companies participating in the merger are scheduled for the first ten days of October 2021 and the signing of the merger deed, after the expiry of the legal deadlines for creditors objections, is scheduled for December 31, 2021. It is hereby made known that the extraordinary Shareholders? Meetings of Linea Group Holding S.p.A. and A2A S.p.A., held respectively on 7 and 8 October 2021, approved the merger by incorporation of Linea Group Holding S.p.A. into A2A S.p.A. Lazard Ltd (NYSE:LAZ) acted as financial advisor to A2A S.p.A. in the transaction.
A2A S.p.A. is a life insurance company specializing in sectors supporting the energy transition and the circular economy. In the field of energy transition, A2A owns a portfolio of 9.7 GW of generating plants, including 6.7 thermoelectric, 1.9 hydroelectric, 0.6 solar and wind, and 0.5 synchronous compensators. It supplies electricity and gas to 1.9 million and 1.6 million customers respectively. It distributes electricity and gas for a total RAB (regulated asset base) of EUR 3.1 billion. In addition, A2A is active in the fields of public lighting, energy efficiency, smart cities and electric mobility services. By 2035, it plans to invest EUR 16 billion in the electrification of consumption, increasing renewable capacity to 5.7 GW, exceeding 5 million customers and upgrading the electricity grid with EUR 3.4 billion of RAB (Regulated Asset Base).
As part of the circular economy, A2A disposes of 3.6 million tonnes of waste, generates 2.1 TWh of electricity and 1.5 TWh of heat, while supplying 70 million m3 of water. By 2035, it will have invested EUR 6 billion to process 7.3 million tonnes of waste and reduce water losses.
A2A S.p.A. propose merger to acquire remaining 49% stake in Linea Group Holding S.p.A. from Societ? Cremasca Servizi Spa, ASM PAVIA S.p.A., Astem Spa, AEM Cremona SpA and Cogeme Spa for approximately ?130 million.