The merger by incorporation of Sest S.p.A. and Air Hex Alonte S.r.l. into LU-VE S.p.A. has been approved.
Uboldo, 24 June 2024
Following the press release issued on 13 May 2024, LU-VE S.p.A. ("LU-VE" or the "Company") announces that today the Company's Board of Directors, which met in notarial form, approved - pursuant to art. 2505, paragraph 2, of the Italian Civil Code and art. 16, paragraph 2, of the Company's Articles of Association - the merger by incorporation into LU-VE of the wholly-owned subsidiaries Sest S.p.A. ("Sest") and Air Hex Alonte S.r.l. ("AHA") on the basis of the relevant joint merger plan already published and filed at the registered office, together with the other documents required by current legislation (the "Merger").
On the same date, the Merger was also approved by the Shareholders' Meetings of Sest and AHA.
As already announced, the Merger will make it possible - through the simplification of the corporate structure and governance structures of LU-VE Group - to pursue the objective of optimising internal processes, containing costs and simplifying the structure of the shareholding chain, ensuring greater efficiency and operational effectiveness from an economic, managerial and financial point of view.
As a result of the transaction and the synergies of resources and structures deriving from the concentration of functions in a single company instead of the current three, significant savings and benefits will be achieved for LU-VE Group and, in particular: a reduction in administrative, managerial and organizational costs and greater functionality and efficiency from an economic, managerial andfinancial point of view.
The minutes of the Merger resolution, together with the documentation relating to the Merger, will be promptly filed in the Companies' Register and will be made available to the public within the terms and in the manner established by the laws and regulations in force.
The merger deed will be executed after the expiry of the term referred to in art. 2503 of the Italian Civil Code and will be published within the terms and in the manner established by the laws and regulations in force.
It should be noted that the Merger, although it is a "transaction between related parties", pursuant to the "Regulations for transactions with related parties" adopted by Consob 17221/2010, as subsequently amended and the "Procedure for Transactions with Related Parties" approved by the Board of Directors of LU-VE on 29 June 2021, is exempt from the application of the procedure itself as it was carried out with subsidiaries, with respect to which there are no interests qualified as significant of other related parties.
The Chairman and CEO
Dr. Matteo Liberali