Merger by incorporation project with subsidiary company Salads&Fruits S.r.l. approved by Board of Directors.
The Board of Directors of Centrale del Latte di Torino & C. S.p.A. (hereinafter referred to as “Centrale del latte di Torino” or “Incorporating Company”) who met today, in compliance with Section 2505 of the Italian Civil Code as well as pursuant to Section 12 of the Company’s By-Laws, examined and approved the merger by incorporation project of its fully owned Subsidiary Company Salads & Fruits S.r.l.. (hereinafter referred to as “Salads & Fruits” or “Incorporated Company”), based on the Financial Statements of both Companies as of December 31 2008.
This merger – according to International Accounting Standard IAS 24 – is to be deemed as an Operation between related parties. However, since the Incorporating Company owns 100% of the shares of the Incorporated Company, the By-laws of Centrale del Latte di Torino shall not be changed, for Centrale del Latte di Torino will not make any capital increase and, consequently, will not assign – pursuant to Section 2504-ter of the Italian Civil Code – any Treasury shares in exchange of the shares of Salads & Fruits. Following the merger, these latter shares shall be cancelled without exchange at par and without any money payment. Nor shall the corporate purpose of the Incorporating Company be changed, since the type of business carried out by the Incorporated Company is already included in it. The Operation has no effect whatsoever on corporate assets or on the thoroughness and accuracy of information (even accounting information) about the listed company Centrale del Latte di Torino & C. S.p.A.
The economic reasons for the merger stem from a need to streamline the organization, with the additional purpose of allowing the Incorporating Company Centrale del Latte di Torino to directly carry out the business of the Incorporated company Salads & Fruits, thus improving efficiency and reducing costs of decision- making and operational processes, through a leaner Group’s organization.
Considering the time necessary to file the application and register the various related documents as well as to comply with the deadlines required by law, the merger is expected to be finalized by the first half of 2009.
It is also herewith notified that the fees of the Members of the BoD of Centrale del Latte di Torino are not expected to increase following the merger.
Turin – April 24 2009