Webuild S.p.A. (BIT:WBD) agreed to acquire remaining 33.9% stake in Astaldi S.p.A. (BIT:AST) from Fin.Ast S.r.l. and others for approximately €170 million on March 15, 2021. The consideration comprises of exchange of 203 shares of Webuild for every 1,000 shares of Astaldi. In a related transaction, Webuild and Astaldi Boards of Directors review proposed spin-off of Astaldi's Continuity Business to be assigned to Webuild. Final terms and conditions of merger will be submitted to the Board of Directors of Astaldi and Webuild, both of which have been scheduled on March 19, 2021. As of March 21, 2021, transaction is approved by board of Astaldi and Webuild. The plan will be submitted for approval to the Astaldi and Webuild Shareholders, whose general meetings will be held, respectively, on April 29, 2021 and April 30, 2021. On April 29 and April 30, 2021, respectively, the shareholders of Webuild and Astaldi approved the merger. The Boards of Directors of Webuild and Astaldi, both acting with the support of leading financial advisors, confirmed the Exchange Ratio of 203 Webuild ordinary shares for every 1,000 Astaldi ordinary shares. As of July 29, 2021, all the conditions precedent for the transaction are met. As of July 29, 2021, Webuild and Astaldi have signed the demerger deed.

Transaction is expected to become effective as of August 1, 2021. Astaldi shares to be delisted from August 2, 2021. Giliberti Triscornia e Associati Studio Legale and Bonelli Erede Pappalardo Studio Legale acted as legal advisor to Webuild. Gianni, Origoni, Grippo, Cappelli & Partners acted as legal advisor to Astaldi and Webuild. BofA Securities, Inc. acted as financial advisor to Webuild and E&Y acted as financial advisor to Astaldi in transaction. Valerio Di Gravio and Silvio Lecca of Studio Di Gravio acted as legal advisors for Astaldi S.p.A. PKF Italia S.p.A., appointed by the Court of Milan on 11 February 2021, to act as independent expert for both companies pursuant to Articles 2501-sexies and 2506-ter, paragraph 1, of the Italian Civil Code. The transaction will be substantially neutral for Astaldi's shareholders and holders of financial instruments. Lazard and Equita acted as financial advisor and fairness opinion provider to Webuild and Astaldi respectively.

Webuild S.p.A. (BIT:WBD) completed the acquisition of remaining 33.9% stake in Astaldi S.p.A. (BIT:AST) from Fin.Ast S.r.l. and others on August 1, 2021.