The Italian Sea Group S.p.A. (“TISG” or the “Company”), global operator in the luxury yachting industry, announces that, during today’s meeting, the Board of Directors of the Company has approved the Merger Plan for the incorporation of the 100% subsidiary New Sail S.r.l. (“Incorporated Company”) in The Italian Sea Group S.p.A. (“Incorporating Company”).
Advantages of the incorporation
Considering the instrumental function carried out by the Incorporated Company ever since its constitution, and due to the fact that the exercise of the activity through two entities active in the same sector will not be cost-effective, the incorporation of the Incorporated Company in the controlling TISG allows:
- to unify and integrate decisional processes;
- to pursue a higher managerial efficiency, thanks to the development of relevant synergies in terms of production, logistics, corporate and administrative matters;
- to allow the reduction of administrative costs.
Since the Incorporated Company has been constituted on November 3rd, 2021 and it has acquired the two Perini Navi corporate entities on February 5th, 2022, the operation does not generate any significant tax reflex to be notified.
All the assets, rights and obligation in one place
Following the TISG Merger, the Incorporating Company will take all assets and liabilities of the Incorporated Company over with full rights, and all the legal relationships and the factual situations of any nature relating to it, with the resulting acquisition and assumption by TISG of the related rights and obligations.
Including all rights in rem and rights of claim, applications for recognition, concessions and administrative authorisations in general, including practices still under investigation, deposits, contracts and agreements of any kind, as well as all commitments, obligations or liabilities, as generally in all rights, reasons and expectations relating to the Incorporated Company, nothing excluded or excepted.
The transaction will produce its effects, pursuant to art. 2504-bis, paragraph 2, c.c., from the date of the last entry of the act of merger in the Register of Companies; for accounting and income tax purposes, the operation will have retroactive effect from the first day of the year in which the merger will be effective for civil purposes.
New Sail S.r.l.
The Incorporated Company “New Sail S.r.l.” is fully owned by TISG; consequently, all shares representing the entire share capital of the Incorporated Company will be cancelled upon the merger and no exchange ratio must be fixed.
The merger will be submitted to the approval of the Shareholders’ Meeting of the Incorporated Company and Board of Directors of TISG pursuant to art. 2505, paragraph 2, of the Civil Code, without prejudice to the right of TISG Shareholders representing at least 5% of the share capital to request, by registered letter A/R to be sent to the registered office of the Company (to the attention of the Chairman of the Board of Directors) within 8 days of deposit, that the decision of approval of the merger should be adopted by the Incorporating Company’s Shareholders’ Meeting.
In relation to the transaction in question, the Procedure for Transactions with Related Parties does not apply, by virtue of the exclusion expressly included in art. 10 “Exclusions” par. 10.1 lett. H) of the aforementioned procedure, as between the Parent (Incorporating Company) and the Subsidiary (Incorporated Company) there are no significant interests involving other related parties of the Incorporating Company.
