ASTM S.p.A. (BIT:AT) entered into framework agreement to acquire remaining 33.2% stake in Società Iniziative Autostradali e Servizi S.p.A. (BIT:SIS) from Aurelia SpA , Nuova Argo Finanziaria S.p.A. and others for €1 billion on June 14, 2019. Under the terms of transaction, each SIAS ordinary shareholder will receive 0.55 ASTM shares. Aurelia SpA , Nuova Argo Finanziaria S.p.A will sell 6.84% and 0.66% stake in Società Iniziative Autostradali e Servizi. In a related transaction, ASTM S.p.A. (BIT:AT) made an offer to acquire additional 5% stake in Società Iniziative Autostradali e Servizi S.p.A. (BIT:SIS) (‘SIAS') for approximately €200 million.

The agreement is subject to customary closing conditions, including approval of merger by the shareholders of ASTM and Società Iniziative Autostradali e Servizi and the total outlay which ASTM would be obliged to make as a result of it exercising its Right of Withdrawal. The Boards of Directors of ASTM and SIAS have approved the merger based on prior positive opinion of their respective committees. As of October 16, 2019, the shareholders of ASTM and Società Iniziative Autostradali e Servizi approved the merger. On December 17, 2019, the deed of merger by incorporation of SIAS into ASTM was signed. The transaction is expected to complete by the end of 2019.

JP Morgan and UniCredit acted as financial advisers and Chiomenti Studio Legale acted as legal advisor for ASTM. Professor Alberto Dello Strologo acted as financial adviser to the committee for transaction with related parties of ASTM. Mediobanca – Banca di Credito Finanziario S.p.A. and Mirko Papa, Michele Losio and Vito Tricarico of Société Générale, Milan Branch acted as financial advisers and BonelliErede acted as legal advisor for the Board of Directors of SIAS. Professor Andrea Zoppini acted as legal adviser of the independent directors, Gianni Origoni Grippo Cappelli & Partners acted as legal adviser of the committee for transactions with related parties and Professor Enrico Laghi acted as financial adviser of the committee for transactions with related parties, as well as of the independent directors of SIAS.

ASTM S.p.A. (BIT:AT) completed the acquisition of 33.2% stake in Società Iniziative Autostradali e Servizi S.p.A. from Aurelia SpA , Nuova Argo Finanziaria S.p.A. and others on December 20, 2019. Società Iniziative Autostradali e Servizi S.p.A. will be delisted on January 2, 2020. As part of consideration, 41,516,295 ASTM shares were issued.