Hitachi Rail Italy Investments Srl completed the acquisition of the remaining 17.43% stake in Ansaldo STS S.p.A.
January 10, 2019
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Hitachi Rail Italy Investments Srl made a public offer to acquire the remaining 17.43% stake in Ansaldo STS S.p.A. for approximately €440 million on October 29, 2018. Under the terms of the agreement, Hitachi Rail Italy Investments will offer €12.7 per share to acquire 34.87 million shares of Ansaldo STS. The Consideration is net of stamp duty where due, and costs, commissions and fees that will be borne by Hitachi Rail Italy Investments Srl. In a related transaction, Hitachi Rail Italy Investments Srl entered into an agreement to acquire an additional 31.79% stake in Ansaldo STS S.p.A. (BIT:STS) from Elliott International, L.P., Elliott Associates, L.P. and The Liverpool Limited Partnership, funds managed by Elliott Management Corporation for approximately €810 million. Hitachi Rail Italy Investments Srl will finance the maximum amount by making use of a short-term intragroup financing. The short-term intragroup financing of €446.7 million was funded from Hitachi, Ltd's cash reserves. The purpose of the offer is to acquire the entire share capital of Ansaldo STS S.p.A. and delist from Italian Electronic Stock Market (Mercato Telematico Azionario, “MTA”). The offer will commence from December 17, 2019 and will end on January 18, 2019, unless extended. Hitachi Rail Italy Investments Srl has right to purchase the remaining shares, if Hitachi Rail Italy Investments Srl exceeds the holding of 95% stake of Ansaldo STS S.p.A.
The completion of the offer is subject to the aggregate number of shares validly tender in the offer is of an amount that enables Hitachi Rail Italy Investments Srl to hold an overall shareholding which is higher than 90% stake of Ansaldo STS S.p.A. The launch of the offer is not subject to any authorization. Goldman Sachs International acted as financial advisor while Raimondo Premonte, Filippo Ughi,Stefano Casamassima, Giulia Staderini, Maria Rosa Piluso and Martina Giocoladelli of Gianni, Origoni, Grippo, Cappelli & Partners and Warren S. de Wied, Mark Mifsud, and Dan Oates, Robert P. Mollen of Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisors and Morrow Sodali S.p.A acted as information agent to Hitachi, Ltd. (TSE:6501), parent of Hitachi Rail Italy Investments Srl. Rino Caiazzo, Daniele Pilla, Enrico Di Tomaso and Cecilia Solato of CDP Studio Legale Associato acted as legal advisors for Ansaldo STS S.p.A. and Hitachi Rail Italy Investments Srl.
Hitachi Rail Italy Investments Srl completed the acquisition of the remaining 17.43% stake in Ansaldo STS S.p.A. on January 11, 2019. Hitachi Rail Italy Investments Srl exceeded the threshold of 95% stake and holds 95.05% stake of Ansaldo STS S.p.A. Hitachi Rail Italy Investments Srl will exercise the right to purchase remaining shares of Ansaldo STS S.p.A.
Hitachi Rail STS SpA is an Italy-based technology company engaged the railway and underground transportation sector. The Company designs signals and rail transportation systems. The Companyâs business activities are divided into two business segments: Signalling Unit and Transportation Solutions Unit. The Signalling Unit operates around designing and building rail and subway signaling systems and components. The Transportation Solutions Unit designs and produces integrated transport systems. It plans the integration of the design and construction of the technological elements that create the transport system, including equipment, signaling, power supply, telecommunications and rolling-stock, as well as any other technical items that, together with the foregoing, constitute an integrated transport system.
ANSALDO STS 
