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|In its press release of 1 June 2023, Destination Italia SpA, the leading Italian Travel Tech company, leader in quality incoming tourism and experiential tourism for tour operators and international travel agencies, listed on Euronext Growth Milan, announced the registration, happened on the date of the press release, of the merger deed by incorporation of Portale Sardegna, the online travel agency (OTA) specialized in the tourism incoming sector in the destinations Sardinia, Puglia, Sicily, into Destination Italia. |
The deed of the merger had been signed on 25 May 2023, in the execution of the resolutions passed by the Extraordinary Shareholders’ Meetings of the two companies on 20 March 2023. As specified in the deed, the effective date of the merger is 6 June 2023, the third market day after the last registration at the Companies Registry. For accounting and tax purposes, however, the transaction will be reflected in the financial statements of the merging company (Destination Italia) as of 1 January 2023. As a result of the merger and according to Article 2504-bis of the Civil Code, the acquiring company assumes all the rights and obligations of the company being acquired and takes over all its assets and liabilities.
Pursuant to the terms of the resolution of the Extraordinary Shareholders’ Meeting on 20 March 2023, 4,039,707 ordinary shares of Destination Italia, aimed to the shareholders, of Portale Sardegna will be allotted by the merging company on the Effective Date of the Merger, on the basis of the capital increase of a nominal amount of € 40,397.07, placed in service of the merger. The exchange ratio is 2.45 ordinary shares of Destination Italia for 1 ordinary share of Portale Sardegna, and there are no plans to issue fractional shares or pay cash adjustments.
The newly issued ordinary shares of the merging company, intended for the exchange, will be traded in the same manner as the ordinary shares already outstanding and will be assigned to the shareholders of the merged company through the intermediaries participating in the management system of Euronext Securities Milan as of the Effective Date of the Merger. The newly issued shares will be assigned in dematerialised form, except for 71,334 ordinary shares of Portale Sardegna, corresponding to 4.3% of the share capital, which are not subject to this regime. Therefore, the Destination Italia shares corresponding to these non-dematerialised Portale Sardegna shares, net of the exchange ratio applied, will be issued outside the perimeter of the management of Euronext Securities Milan.
In addition, on the Effective Date of the Merger, all the shares making up the share capital of Portale Sardegna will be cancelled. The new shares of Destination Italia, assigned to the shareholders of Portale Sardegna, will have regular dividend entitlement and will give equivalent rights to those that, accordingt to the law and the by-laws, are due to the holders of the Destination Italia ordinary shares already outstanding, including the right to participate in the profits of Destination Italia starting from the current financial year.
As of the Effective Date of the Merger, Destination Italia’s share capital, subscribed and paid up in its full amount, will stand at € 10.32 million and will consist of 16,197,889 ordinary shares, with no indication of par value, a portion of which, as defined above, will not be subject to dematerialisation.
372,516 shares of Portale Sardegna are in the third party account held by the same company with authorised intermediaries. By virtue of this, these shares will be transferred to the third-party account of Destination Italia, as soon as it will be available considering the technical timeframe.
Finally, Destination Italia will publish the press release about the change in the share capital, after the filing of the document attesting to the execution of the capital increase, in accordance with the law, in the Register of Companies.
Taking into account what has been communicated, it should be noted that the Group is facing a strong path of growth and development of the business through merger by incorporation. However, while waiting for the effectiveness of the merger, to assess the future evolution of the Group, quantify synergies and its growth prospects, we confirm our estimates: recommendation U/R, Target Price U/R, and risk Medium