Nuova Argo Finanziaria S.p.A. made an offer to acquire 44.7% stake in ASTM S.p.A. (BIT:AT) for €1.5 billion on February 20, 2021. Under the terms Nuova Argo Finanziaria S.p.A. will acquire approximately 58 million shares at offer price is €25.6 per share. Nuova Argo Finanziaria S.p.A. made changes in offer price and now agree to to acquire 44.7% stake in ASTM S.p.A. for €1.6 billion on May 7, 2021 Post completion ASTM S.p.A will be delisted. Nuova Argo Finanziaria S.p.A. intends to finance the payment of the price through financial debt, in this regard, on February 20, 2021, NAF 2 received a letter of commitment from JPMorgan Chase Bank,N.A., Milan Branch relating to (i) the financing of the Offer, for an amount equal to 100% of the maximum price provided for the purposes of the acquisition of the Offer Shares, as well as (ii) the refinancing of debt which ASTM is obliged to repay upon completion of the Offer. It is contemplated that the refinancing facilities will be secured by guarantees substantially similar to those already attached to the existing debt to be refinanced. The transaction is subject to i) the acceptances of the Offer must reach, in aggregate, a number of Shares that enables the Offeror to hold an aggregate shareholding at least equal to 90% of the Issuer’s share capital, including the Shares held by the Persons Acting in Concert, the treasury Shares held by ASTM and the Shares, if any, acquired by the Offeror and the Persons Acting in Concert outside of the Offer in accordance with the applicable laws and regulations, ii) no communications have been received, within the second trading day before the date of payment of the Price, from any authority, where prescribed by applicable law, relating to the exercise of veto powers and/or remarks and/or the imposition of conditions regarding the iii) material adverse changes to the business of the ASTM Group (MAC conditions). The parties have also entered into Aurelia Commitment, Mercure Commitment and Reallocation Commitment. The transaction is also subject to CONSOB approval. As on April 15, 2021, The Golden Power Condition has been fulfilled. As on March 16, 2021, CONSOB required, additional information, and communicated the suspension of the term for the approval of the Offer Document until the provision of the requested additional information and, in any case, for a period not exceeding 15 days from March 16, 2021. As on March 24, 2021, CONSOB informs the reopening of the terms starting from March 25, 2021, terms will expire on April 6, 2021. As of April 2, 2021, the bid will start on April 13 and will end on May 10, 2021. On May 7, 2021, The Offeror announces that it increased offer price from €25.6 to €28 per share and extended the acceptance period until May 24, 2021. As on May 24, 2021, Nuova Argo Finanziaria stake has risen over 90% in ASTM. The delisting of the shares will start on June 4, 2021. Michael Immordino, Iacopo Canino, Richard Lloyd, Ferigo Foscari, Ingrid York and Nathaniel Crowley of White & Case advised J.P. Morgan Securities plc which acted as financial advisor to Nuova Argo Finanziaria S.p.A. Carlo Croff , Marco Maugeri, Corrado Canziani, Gianfilippo Pezzulo, Giulio Napolitano, Luca Bonetti, Marco Paruzzolo, Fraser Woods, Paolo Giacometti and Antonino Guida of Chiomenti acted as legal advisors to Gavio family linked to Nuova Argo Finanziaria S.p.A. Mario Roli, Andrea Silvestri, Stefano Brunello and Massimo Merola of Bonelli Erede acted as legal advisors to Mercure linked to Nuova Argo Finanziaria S.p.A. Credit Suisse Securities Sociedad De Valores S.A. acted as financial advisor to board of directors of ASTM S.p.A. Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to Credit Suisse Securities Sociedad De Valores S.A.