PARMALAT SPA With regard to the LAG acquisition, as an addendum to the disclosure provided most recently in the Financial Report at December 31, 2015, Parmalat's Board of Directors announces that, on March 14, 2016, the Internal Control, Risk Management and Corporate Governance Committee, which also serves in the capacity as Committee for Related Party Transactions (the "Committee"), reviewed the opinion rendered by Professor Mario Massari, an independent business expert, as part of an assignment to assess the work performed by the Committee and determine whether the assumptions underlying the business plan submitted by the seller for Vendor Due Diligence purposes were reasonable. Professor Massari's opinion, reviewed also by the Board of Directors, confirmed the reasonableness of the abovementioned assumptions.
The Committee, which the Board of Directors, having met earlier on March 21, 2016, asked repeatedly to render the opinion required by the regulations governing related party transactions, at a meeting held on March 22, 2016, agreed by a majority vote not to issue an opinion, asking instead the Board of Director to determine if it would be preferable to take the decision regarding the pursuit of any action for indemnification pursuant to the relevant clause of the LAG sales agreement after a further review of a legal nature, performed taking into account Professor Massari's opinion.
The Board of Directors, meeting on March 30, 2016, agreed with the Committee's recommendation and asked Professor Giorgio De Nova and Professor Paolo Montalenti to render a joint opinion. The legal opinion, issued by the abovementioned experts on April 7, 2016, concluded that "in light of Professor Massari's opinion, the assumptions do not appear to be unreasonable and, consequently, there is no basis for any action for compensation or indemnification for damages caused by unreasonable prospective information (see Clause 5.24.3) beyond the settlement amount already paid under the Price Adjustment Agreement."
At a meeting held on April 11, 2016, the Committee unanimously expressed the opinion that there was no basis to enforce the contractual guarantees versus the seller. However, the Committee agreed, by a majority vote, that the abovementioned opinion could not be taken into consideration for the purposes of the regulations governing related party transactions and asked, also by a majority vote, for a further legal opinion on this issue, even though the implementation of the corresponding procedure had already been resolved by the Board of Directors, which qualified the enforcement of the contractual guarantee as a highly material related party transaction.
The Board of Directors, meeting today, lacking the opinion required by the current regulations, acknowledged that it was currently unable to adopt the planned resolutions.
Milan, April 14, 2016
Parmalat S.p.A.
Società soggetta a direzione e coordinamento di B.S.A. S.A.
Parmalat S.p.A. issued this content on 14 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 14 April 2016 15:37:30 UTC
Original Document: http://www.parmalat.com/attach/content/4999/2016_04_14_ENG.pdf
