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 on June 13, 2019. As part of offer, ASTM will acquire 11.38 million shares of SIAS at €17.5 per share. In a related transaction, ASTM S.p.A. entered into an agreement to acquire remaining stake not acquired in the tender offer will be acquired through a merger wherein each share of SIAS not already held by ASTM will be exchange for 0.55 of a share of ASTM. ASTM will finance the transaction from a term loan of €300 million provided by UniCredit S.p.A. As of July 26, 2019, provisional result of the tender offer has been announced and final result is expected to be issued on August 1, 2019. On July 31, 2019, since none of the events set out in the MAC Condition occurred, the offeror announces that such condition has been fulfilled.

The tender offer is subject to the condition that ASTM will hold directly through the tender offer or as a consequence of possible acquisitions made outside the tender offer an aggregate stake of at least 66.693% of SIAS share capital and that no events shall have occurred that would distort the valuation of the merger. Aurelia S.r.l. has the right to contribute to the tender offer and/or transfer to ASTM, outside the context of the tender offer, shares representing approximately 1.88% stake in SIAS, at a per-share price equal to the price offered by ASTM within the context of the tender offer. The Boards of Directors of ASTM and SIAS have approved the merger based on prior positive opinion of their respective committees. Consob approved the offer document relating to the voluntary partial public tender offer. As of July 26, 2019, the minimum tender condition has occurred. The tender period of the Offer will begin on July 8, 2019 and will end on July 26, 2019. If at the end of the Tender Period, the number of SIAS shares tendered to the Offer is lower than the maximum number of 11.4 million and the conditions to the Offer provided for in the Offer Document have been occurred or have been waived, the Tender Period will be re-opened for five trading days starting from the day following the Payment Date, and thus, subject to extension of the Tender Period, on 5, 6, 7, 8 and 9 August 2019. The transactions are expected to complete by the end of 2019. As of July 26, 2019, the Tender Period will not be reopened.

Lazard served as the financial advisor to Nuova Argo on the deal. J.P. Morgan Securities plc and UniCredit acted as financial advisors and Chiomenti Studio Legale acted as legal advisor for ASTM. Professor Alberto Dello Strologo acted as financial advisor to the committee for transaction with related parties of ASTM. Mediobanca – Banca di Credito Finanziario S.p.A. and Société Générale, Milan Branch acted as financial advisors and BonelliErede acted as legal advisor for the Board of Directors of SIAS. Professor Andrea Zoppini acted as legal advisor of the independent directors, Gianni Origoni Grippo Cappelli & Partners acted as legal advisor of the committee for transactions with related parties and Professor Enrico Laghi acted as financial advisor 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 an additional 5% stake in Società Iniziative Autostradali e Servizi S.p.A. (BIT:SIS) (‘SIAS') on August 1, 2019. Since the number of shares tendered to the offer is higher than the maximum number of the shares subject to the offer, the tendered shares will be allocated according to the pro-rata method described in the offer document. Therefore, ASTM will purchase 11,376,796 SIAS Shares, for a total value of €199.09 million, while the remaining No. 12,979,565 SIAS shares tendered to the offer, which will not be purchased in the context of the offer as a result of the allocation, will be returned to the relevant shareholders, without any costs or other expenses, on 2 August 2019.