Centrale del Latte di Torino & C. S.p.A.: the Board of Directors convened the Shareholders’ Meeting to approve the merger by incorporation plan of Centrale del Latte di Firenze, Pistoia e Livorno S.p.A. into Centrale del Latte di Torino & C. S.p.A.
The Board of Directors of Centrale del Latte di Torino & C. S.p.A., a company listed on the STAR segment of the Electronic Stock Market (“MTA”), organised and managed by Borsa Italiana, which was held today in Turin chaired by Mr Luigi Luzzati, having acknowledged the approval of the Merger Plan by the Extraordinary Shareholders’ Meeting of Centrale del Latte di Firenze, Pistoia e Livorno S.p.A. of 9 May 2016, resolved to convene the ordinary and extraordinary shareholders’ meeting on 13 June 2016 at 11 am and, on second call, on 16 June 2016, same time, in order to resolve upon the Merger Plan by incorporation of Centrale del Latte di Firenze, Pistoia e Livorno S.p.A. into Centrale del Latte di Torino & C. S.p.A. approved
by the respective Boards of Directors on 27 January 2016.
The agenda of the extraordinary meeting is broken down as follows:
1. Merger by incorporation plan of Centrale del Latte di Firenze, Pistoia e Livorno S.p.A. into Centrale del Latte di Torino & C. S.p.A. Pertinent and consequent resolutions, also pursuant to article 49, para. 1, lett. g) of Consob regulations for the purpose of exemption from the obligation for a full public tender offer and subsequent amendment to the articles of the Corporate By-Laws: 1 – Corporate Name, 5 – Share Capital, 11 – Management Body, in force as from the date the merger by incorporation of Centrale del Latte di Firenze, Pistoia e Livorno S.p.A. into Centrale del Latte di Torino & C. S.p.A. becomes effective vis-à
-vis third parties.
Concerning the ordinary meeting’s agenda:
1. Redetermination of the number of Directors and appointment of 4 new Directors; in force as from the date the merger by incorporation of Centrale del Latte di Firenze, Pistoi a e Livorno S.p.A. into Centrale del Latte di Torino & C. S.p.A. becomes effective vis-à-vis third parties.
2. Authorisation for the sale and purchase of treasury shares as per articles 2357 and 2357 ter of the Italian Civil Code. The appointment of the new Directors mentioned here below will be proposed to the Meeting:
- Mr Renato Giallombardo;
- Mr Lorenzo Marchionni;
- Ms Laura Materassi;
- Mr Lorenzo Petretto
Please note that the merger, further to which the Company’s name will be changed into “Centrale del Latte d’Italia”, is included within the wider growth strategy for external lines of the two companies and is aimed at creating an inter-regional hub facility specialising in the production and sale of milk and dairy products, bringing together local situations and brands with the same fundamental values, such as quality, safety, a local dimension, continuing relations with the stock rearing and food production chain of the regions involved, giving birth to Italy’s third milk and dairy hub, with a leadership position in the Piemonte, Toscana, Liguria and Veneto regions.
Considering the positive developments of the merger operation mentioned above, the Board of Directors resolved that it is no longer necessary to relocate the Turin production facility.