Back

Press Release December 23rd 2015

Press Release December 23rd 2015

Publish date: 23/12/2015

PRESS RELEASE

RESIGNATION OF THREE MEMBERS OF THE BOARD OF DIRECTORS AND CO-OPTION OF MR.YOSHIOMI ARAKI, MR. YASUMICHI TAZUNOKI AND MR. YUKAKO WADA TO THE BOARD

MR. YASUMICHI TAZUNOKI APPOINTED CHAIRMAN

MR. CARLO GROSSI, CHIEF EXECUTIVE OFFICER, APPOINTED VICE CHAIRMAN

CALLING OF THE ORDINARY SHAREHOLDERS’ MEETING OF THE COMPANY

Treviso, December 23, 2015 – DeLclima S.p.A. (“DeLclima” or the “Company”) announces communication to the Company of the completion today by Mitsubishi Electric Corporation of the acquisition of the investment held by De’ Longhi Industrial S.A. in the Company of 74.97% (the “Sale”), in execution of the acquisition contract previously announced to the market on August 25, 2015.

Following execution of the Sale, Mitsubishi Electric Corporation is required to launch a mandatory public purchase offer (the “Offer”) upon the entirety of DeLclima’s ordinary shares, in accordance with Article 106, paragraph 1, of Legislative Decree No. 58 of February 24, 1998 (the “CFA”).

Therefore, on the request of Mitsubishi Electric Corporation, the press release as per Article 102, paragraph 1 of the CFA, published today by Mitsubishi Electric Corporation, was today made available on the company website at www.del-clima.com, “Press Releases” section - “Mitsubishi Electric Corporation Public Purchase Offer”.

* * *

The company notes that today Mr. Giuseppe De’ Longhi, non-executive Chairman of the Board of Directors of the Company, Mr. Fabio De’ Longhi and Ms. Silvia De’ Longhi, non-executive and non-independent directors, resigned their positions on the Board of Directors of the Company, with effect from the sale execution date (therefore today). These Directors were elected by the Shareholders’ Meeting of April 28, 2015 and were not members of any internal company Board Committees.

Also today, the director Mr. Carlo Garavaglia, a non-independent member of the Remuneration and Appointments Committee and the Control and Risks Committee of the Company, resigned his positions with the company, with effect from the date of the Shareholders’ Meeting of the company called for February 5, 2016.

The resignations were due to the change of control of the Company.

Mr. Giuseppe De’ Longhi holds 2,432,000 Company shares; Mr. Fabio De’ Longhi holds 800,000 Company shares; Mr. Carlo Garavaglia holds 100 Company shares; Ms. Silvia De’ Longhi does not hold any shares in the Company.

The Board of Directors of the Company, meeting today, following consideration by the Remuneration and Appointments Committee, co-opted Mr. Yoshiomi Araki, Mr. Yasumichi Tazunoki and Mr. Yukako Wada as new directors of the company, considered “non-independent” in accordance with the applicable regulations. The appointed directors will remain in office until the next Shareholders’ Meeting, called for February 5, 2016.

The Board of Directors also appointed the director Mr. Yasumichi Tazunoki as the Chairman of the Board of Directors of the Company and Mr. Carlo Grossi, Chief Executive Officer of the Company, as Vice Chairman.

The curriculum vitae of the newly appointed directors are available on the company website www.del-clima.com, “Governance” section – “corporate documents” – “2015”.

Currently, the directors Mr. Yoshiomi Araki, Mr. Yasumichi Tazunoki and Mr. Yukako Wada do not hold any shares in the Company.

* * *

The Board of Directors also called the Shareholders’ Meeting at the registered office of the Company in Treviso, Via L. Seitz, No. 47, and through video-conference link as per Article 8 of the By-Laws at Tokyo Building, 2-7-3, Marunouchi, Chiyoda-ku, Tokyo 100-8310, Japan, in single call for February 5, 2016 at 9 AM to discuss and resolve upon the following Agenda:

1.         Appointment of the Board of Directors, with prior determination of the number of directors, duration of office and fixing of remuneration. Resolutions thereon.

The Shareholders’ Meeting call notice, the Illustrative Report upon the proposals on the Agenda and the documents to be submitted to the Shareholders’ Meeting, are made available to the public today at the registered office in Treviso, Via Ludovico Seitz No. 47, at the company website at www.del-clima.com (“Governance” section– “Shareholders’ Meeting” – “2016”), in addition to the 1INFO authorised storage mechanism at www.1info.it. The company, on December 24, 2015, will publish an extract of the call notice in the “Italia Oggi” newspaper.

For all information concerning the means of preparation, presentation and voting of slates for the reappointment of the Corporate Boards, reference should be made to the Shareholders’ Meeting call notice.

* * *

In light of that above, it is communicated that the independent directors of the company appointed Leonardo & Co. S.p.A. to assist them in appraising the appropriateness of the offer consideration, in order to prepare a reasoned opinion which the independent directors will be called to provide in accordance with Article 39-bis of the Issuers’ Regulation adopted with Consob Regulation No. 11971 of May 14, 1999 (the “Issuers’ Regulation”).

The Board of Directors appointed Unicredit S.p.A. to assist their evaluations for the preparation of the issuers’ press release as per Article 103, paragraph 3 of the CFA and Article 39 of the Issuers’ Regulation.

The company is also assisted by the BonelliErede legal firm for the legal aspects of the Offer.

 

Attachments