COFIDE - Gruppo De Benedetti S.p.A. (BIT:COF) agreed to acquire the remaining 43.66% stake in Compagnie Industriali Riunite S.p.A. (BIT:CIR) from Bestinver Gestión, S.G.I.I.C. and others for approximately €290 million on March 11, 2019. Under the terms, COFIDE - Gruppo De Benedetti S.p.A. (BIT:COF) will issue 2.01 of its own shares in exchange of each CIR share. COFIDE will issue a maximum of 562.73 million own shares in respect of the merger. As of February 14 2020, 557.997 million shares will be issued in the merger. Any CIR ordinary shares owned by COFIDE at completion of the Merger and any treasury shares held by CIR at completion of the merger will be cancelled without exchange. The newly issued shares of the incorporating company assigned in exchange will be listed in the same way as the ordinary COFIDE shares already in circulation. Based on its current shareholding interests in CIR and COFIDE and the exchange Ratio, Fratelli De Benedetti S.p.A. would have 29.8% of the ordinary capital and 44.8% of the voting capital of the company resulting from the merger. As a result of the transaction, CIR will merge into COFIDE. The transaction is framed as a "merger by incorporation" with the aim of streamlining the group. It is intended that, as a result of the merger, COFIDE will change its name to “CIR S.p.A. - COMPAGNIE INDUSTRIALI RIUNITE”. The bylaws of the company resulting from the merger will contain a temporary clause pursuant to which the Board of Directors of COFIDE will automatically expire on the date of completion of the Merger and a new board will need to be elected. Chief Executive Officer Monica Mondardini will continue to work with the surviving company. As of February 3, 2020, the statutory implications of the merger will take effect on the third trading day following the last of the registrations of the deed of Merger with the competent Register of Companies pursuant to and as an effect of Article 2504-bis of the Italian Civil Code.

The transaction is subject to approvals from the shareholders of both CIR and COFIDE, consent from the lending banks of the companies, clearance from the Consob (wherever required), authorization from Borsa Italiana S.p.A. for the admission to trading on the Mercato Telematico Azionario of the ordinary shares of the incorporating company issued to service the merger. As of March 11, 2019, the transaction has been unanimously approved by the boards of both the companies. As of June 10, 2019, the board of CIR and COFIDE decided to convene their respective shareholder meetings on July 19, 2019. As of July 19, 2019, the transaction is approved by the shareholders of CIR and COFIDE. As of February 13, 2020, Consob approved the prospectus relating to the admission to trading on the Mercato Telematico Azionario of the COFIDE shares deriving from the transaction. Hence the last condition precedent provided for in the merger plan has been satisfied. As of February 14 2020, the deed of merger by incorporation of CIR into COFIDE has been registered with the Milan Companies Register. The transaction is expected to close by the end of 2019. As of February 14 2020, the transaction is expected to close on February 19 2020. The merger will not materially impact CIR's net financial position and therefore its financial firepower and investment policy. The transaction will produce civil lax and tax effects starting from January 2020.

Natixis and Société Générale acted as financial advisors to the Board of Directors of COFIDE. Marco Maugeri, Italo De Santis, Gilberto Nava, Maria Carmela Falcone, Gabriele Lo Monaco and Salvatore Maria Sardo of Chiomenti acted as legal advisor to the Board of Directors and the committee for related-party transactions of COFIDE. Pietro Mazzola and Giovanni Petrella acted as financial advisors and issued an opinion on the fairness of the exchange ratio from a financial point of view to the committee of related party transactions. Andrea Zoppini acted as legal advisor for the Board of Directors of CIR and the committee for related party transactions. Mediobanca - Banca di Credito Finanziario S.p.A. acted as financial advisor to the Board of Directors of CIR.

COFIDE - Gruppo De Benedetti S.p.A. (BIT:COF) completed the acquisition of the remaining 43.3% stake in Compagnie Industriali Riunite S.p.A. (BIT:CIR) from Bestinver Gestión, S.G.I.I.C. and others on February 19, 2020. Pursuant to closing of the transaction, Compagnie Industriali Riunite S.p.A. has dissolved and COFIDE - Gruppo De Benedetti S.p.A. has changed its name to “CIR S.p.A. – Compagnie Industriali Riunite”.