Casta Diva Pictures S.r.l. entered into framework agreement to acquire Blue Note S.p.A. (BIT:BLU) from Patrimony 1873 S.A. and other shareholders in a reverse merger transaction on March 31, 2016. For each registered share of €1 of the company capital of Casta Diva, its members will receive 81,328 ordinary no-par value shares of Blue Note, without money adjustments. Blue Note will issue a total of 9 million ordinary no-par value shares. The combined entity will take the company name of Casta Diva Group S.p.A. The combined entity will be managed by a Board of Directors composed of up to seven members. The Chairman will be Luca Oddo and Andrea De Micheli will be Managing Director for the entire activity of the group, while Alessandro Cavalla will continue to hold the position of Managing Director for the Blue Note activity. Paolo Colucci, founding member of Blue Note, will continue to be a member of the Board of Directors of the combined entity. The other members of the Board of Directors have not been identified. The transaction is subject to subject to approval by Blue Note’s shareholders. The transaction is also subject to approval of the financial statements of Blue Note and Casta Diva as at December 31, 2015 in line with the approved draft budgets by April 30, 2016; issuance of certification without reported irregularities, by May 31, 2016, by the auditor of the consolidated financial statements of Casta Diva and Blue Note for the year ending December 31, 2015 and of the 2015 pro forma data, positive outcome of the legal, fiscal, accounting and financial due diligence, as well as on the adequacy of the management control system, and therefore issuance of the related comfort letters by the professionals charged with the respective due diligences; positive opinion in regard to the fairness of the share exchange ratio of the merger by the joint expert appointed; issuance of a comfort letter in relation to the declaration on Blue Note’s current assets following finalization of the merger, by May 20, 2016; and non-exercise of the right of withdrawal by members of Blue Note, which envisages an overall withdrawal value greater than €0.43 million. Shareholders meeting will be held by June 30, 2016 and closing is expected in the third quarter of 2016. As announced on June 9, 2016, the transaction is approved by Boards of directors of Blue Note and Casta Diva Group. Studio Rossi & Associati Business acted as accountant and Studio Legale LCA acted as legal advisor to Blue Note and Casta Diva. Emintad Italy S.p.A. acted as financial advisor to Blue Note. Kobo Capital Ltd. acted as financial advisor to Casta Diva. Integrae SIM S.p.A. acted as financial advisor to Blue Note. Epyon S.r.l. will perform the financial and the management and control system due diligence in the deal. Casta Diva Pictures S.r.l. completed the acquisition of Blue Note S.p.A. (BIT:BLU) from Patrimony 1873 S.A. and other shareholders in a reverse merger transaction on August 5, 2016.