Roma , 25 Jan 2024 18:55
The Board of Directors of Poste Italiane S.p.A. ("Poste Italiane"), met today and chaired by Silvia Maria Rovere, has approved the project for the merger by incorporation into Poste Italiane of Address Software S.r.l. (“Address”), a subsidiary which is entirely owned by the same Poste Italiane. The merger project was also approved on 25 January 2024 by the Board of Directors of Address.
The merger is aimed at standardizing, evolving and engineering the operating processes of the group's technological platforms as well as streamlining and rationalizing the operational structure; this also with the aim of achieving a reduction in the characteristic costs of each corporate structure as well as achieving the consequent improvement in the group's economic results.
The merger – which will be subsequently submitted to the Address’ Shareholders’ Meeting and to the Board of Directors of Poste Italiane (as permitted by the corporate by-laws of the same Poste Italiane), according to simplified procedures allowed by law for mergers involving wholly owned companies – will become effective during the fiscal year 2024 and will not entail any issuance of new shares or allotment of shares by Poste Italiane, as the sole shareholder of Address. No changes to the corporate by-laws of Poste Italiane are envisaged.
The documents regarding the transaction will be promptly made available to the public in compliance with the terms and conditions envisaged by applicable laws and regulations.
Finally, the transactions will not fall under the “Guidelines for the management of Transactions with Related and Associated Parties”, adopted by Poste Italiane’s Board of Directors, as established in cases of transactions involving subsidiaries, pursuant to art. 14, paragraph 2, of Consob Regulation no. 17221/2010 (and subsequent amendments and additions) and art. 4.2.1 of the above-mentioned Guidelines.
The merger is aimed at standardizing, evolving and engineering the operating processes of the group's technological platforms as well as streamlining and rationalizing the operational structure; this also with the aim of achieving a reduction in the characteristic costs of each corporate structure as well as achieving the consequent improvement in the group's economic results.
The merger – which will be subsequently submitted to the Address’ Shareholders’ Meeting and to the Board of Directors of Poste Italiane (as permitted by the corporate by-laws of the same Poste Italiane), according to simplified procedures allowed by law for mergers involving wholly owned companies – will become effective during the fiscal year 2024 and will not entail any issuance of new shares or allotment of shares by Poste Italiane, as the sole shareholder of Address. No changes to the corporate by-laws of Poste Italiane are envisaged.
The documents regarding the transaction will be promptly made available to the public in compliance with the terms and conditions envisaged by applicable laws and regulations.
Finally, the transactions will not fall under the “Guidelines for the management of Transactions with Related and Associated Parties”, adopted by Poste Italiane’s Board of Directors, as established in cases of transactions involving subsidiaries, pursuant to art. 14, paragraph 2, of Consob Regulation no. 17221/2010 (and subsequent amendments and additions) and art. 4.2.1 of the above-mentioned Guidelines.
For further information:
Poste Italiane S.p.A. Investor Relations
Tel. +39 0659584716
Poste Italiane S.p.A. Media Relations
Tel. +39 0659582097
