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Campari pursues registered office move to Netherlands

Aperol producer Campari Group confirmed its “strong commitment” to transfer its registered office from Italy to the Netherlands despite the difficult macroeconomic environment due to the covid-19 pandemic.

Campari Group’s portfolio includes Aperol

The decision was set to be approved by the shareholders’ extraordinary meeting on 27 March 2020 and aimed to increase the Italian spirits group’s mergers and acquisitions opportunities.

Campari Group has decided to act in order to “neutralise the potential negative impact” that could come from shareholders withdrawing their support of the transaction.

The uncertainty comes in the midst of the coronavirus outbreak, with the stock price being below the withdrawal price of €8.376 (US$9.18). Campari Group said some investors may be “tempted to exercise their withdrawal rights purely in order to take opportunistic advantage from the current market condition”.

Campari Group advised it was in the “best interest of the company” to complete the transaction. But added it was also in the best interest of the firm to give shareholders the “post-right” to cancel the transaction once the expected cash outflow from the withdrawals is known. It would also ensure the share withdrawals would not be over the maximum amount payable by the company, which would be €150 million (US$165m), a condition set before the deal, plus an extra €76.5m (US$84m) set before the coronavirus pandemic.

Campari Group also said: “Shareholders are reminded that, in accordance with Italian mandatory provisions of law, the exercise of the withdrawal right is not revocable and that shares in relation to which the withdrawal right has been exercised are blocked (and hence not saleable nor negotiable) between the date of exercise of the withdrawal right and the completion of the withdrawal procedure (or termination by the new EGM [extraordinary general meeting]) which will not occur before the new EGM convened by June 30, 2020.

“The board of directors expects shareholders to fully support the transaction in the interest of the company and to express their vote solely on its merits and not relying on the payment of the withdrawal price.”

This week, Campari Group donated €1m (US$1.1m) to a public healthcare institution in Milan to fund the intensive care operational unit used to hospitalise patients who test positive for covid-19.

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