Libero Acquisition S.à r.l. entered into an investment agreement to acquire 11.1% stake in Italiaonline S.p.A. (BIT:IOL) for approximately €41.7 million on June 28, 2019. Sunrise Investments will pay to each subscriber to the Voluntary Tender Offer (VTO) on ordinary shares, a consideration in cash equal to €2.82 for each Italiaonline ordinary share available for acceptance. Sunrise Investments will pay to each subscriber to the VTO on saving shares, a consideration in cash equal to €880 for each Italiaonline Saving Share available for acceptance. The deal involves all ordinary shares excluding (A) the Shares held by - Libero Acquisition S.à r.l and GL Europe Luxembourg S.à r.l. (Avenue) and GoldenTree Asset Management Lux S.à r.l. (GTAM) (Persons Acting in Concert) as well as (B) 0.066 million Italiaonline’s treasury shares and including maximum 0.25 million Italiaonline ordinary shares to be possibly issued by Italiaonline pursuant to the stock option plan (“VTO Ordinary Shares”); and (ii) all of Italiaonline’s saving shares (“saving shares” and, together with the VTO ordinary shares, the “target shares”), both traded on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A. Libero Acquisition, Avenue and GTAM will contribute to Sunrise Investments respectively 32.9 million, 5.1 million and 7.3 million Ordinary Shares owned, representing in aggregate approximately 39.54% of Italiaonline Ordinary Shares, and, as a consideration, Sunrise Investments will issue and allot to Libero, Avenue and GTAM respectively no. 32.9 million, 5.1 million and 7.3 million new Sunrise Investments shares, which shall represent in aggregate 99.89% of Sunrise Investments’ issued share capital on the completion date. Libero Acquisition, Avenue and GTAM will sell to Sunrise Investments at the VTO consideration for ordinary shares respectively no. 34.6 million , 10.7 million and 11.2 million Italiaonline Ordinary Shares, representing in aggregate approximately 49.37% of the ordinary share capital of Italiaonline. Upon successful completion of the VTO on Ordinary Shares, Libero and each of Avenue and GTAM shall continue holding the entire share capital of Sunrise Investments, equal to 45.4 million shares. The duration of the acceptance period shall be agreed with Borsa Italiana S.p.A. in compliance with the applicable laws and regulations. The payment of the VTOs Consideration shall be made in cash on the fifth trading day following the end of the acceptance period. Italiaonline Ordinary Shares will be delisted from the Italian Stock Exchange and, following the successful completion of the VTO on Saving Shares. Sunrise Investments shall carry out the sell out and/or the squeeze out procedures pursuant to Articles 108 and/or 111 of the Italian Financial Act. In particular, Sunrise Investments executed a facilities agreement with, inter alia, Banca IMI S.p.A., Banco BPM S.p.A., and UBI Banca S.p.A., as mandated lead arrangers and bookrunners for a total amount of €225 million. Banca IMI S.p.A. will also act as global coordinator and facility agent. The VTO on Ordinary Shares is conditional upon reaching a minimum acceptance threshold which would allow Sunrise Investments to own at least the 95% of outstanding target ordinary shares, net of the treasury shares held by Italiaonline and including the Shares held by Libero Acquisition and the Persons Acting in Concert and any target ordinary shares acquired outside the VTO. The VTO on Saving Shares is conditional upon reaching a minimum acceptance threshold which would allow Sunrise Investments to own at least the 50% plus one Saving Share of outstanding Saving Shares, including any Target Saving Shares acquired outside the VTO. As of July 18, 2019, the offer document was approved by the Commissione Nazionale per le Società e la Borsa (CONSOB). As of July 25, 2019, the transaction was unanimously approved by the Board of Directors of Italiaonline. The acceptance period related to the offers, agreed with Borsa Italiana S.p.A., will start on July 29, 2019 and will end on September 12, 2019. As of September 6, 2019, Sunrise has announced that it has renounced the condition of threshold for saving shares. Therefore both the savings shares already made and those that will be delivered to the offer by September 12, 2019, will be purchased by Sunrise for a total price of €880 and settled on September 18, 2019. Finally, it should be noted that Borsa Italiana regarding the takeover bid by Sunrise on 12.656 million ordinary shares and 6,803 Italiaonline savings shares announced that yesterday 62,393 ordinary shares and two savings shares were delivered. Houlihan Lokey S.p.A. acted as financial advisor for Libero Acquisition. Ferigo Foscari, Piero de Mattia, Alessandro Seganfreddo, Nicola L’Erario and Lorenza Fici of White & Case LLP acted as legal advisors and Alessandro Nolet, Silvia Pasqualini and Adriana Tisi of White & Case LLP acted as financial advisors for Libero Acquisition. Morrow Sodali acted as the global information agent in the transaction. Libero Acquisition S.à r.l. completed the acquisition of 11.1% stake in Italiaonline S.p.A. (BIT:IOL) on September 12, 2019. At the end of the offer period, 98.14% of ordinary shares and 23.84% of savings shares were held by Libero Acquisition S.à r.l. and Persons Acting in Concert. The conditions for squeeze-out and delisting of Italiaonline have met.