AVVISO n.22

04 Gennaio 2021

AIM Italia

Mittente del comunicato

Societa' oggetto dell'Avviso

  • CFT S.p.A.
  • CFT S.p.A.

Oggetto

: ATS Automation Holdings Italy S.r.l. has

filed the Offer Document related to the

voluntary tender Offer of all the shares of

CFT S.p.A.

Testo del comunicato

Si veda allegato.

ATS Automation Holdings Italy S.r.l.

ATS Automation Holdings Italy S.r.l. has filed the Offer Document related to the voluntary tender Offer of all the shares of CFT S.p.A.

Milan, December 28, 2020 - ATS Automation Holdings Italy S.r.l. ("ATS" or the "Offeror"), a company belonging to ATS Automation Tooling Systems Inc. with headquarters in Ontario, Canada has filed today with Consob, pursuant to Article 102, paragraph 3 of Legislative Decree no. 58 (the "TUF") as well as Article 37-ter of the Issuers' Regulation, the offer document (the "Offer Document"), intended for publication, related to the voluntary tender offer (the "Offer") promoted by the Offeror, pursuant to Article 102, paragraph 1 of the TUF, of all the ordinary, multiple voting and special shares of CFT S.p.A. (the "Issuer").

The Offeror will pay a consideration equal to Euro 4.600 for each share tendered to the Offer, which incorporates a premium of 86.4% with respect to the official price of the CFT ordinary shares on Friday 4 December, the last trading day before the notification of the Offer, and an implicit premium of 124.8% over the weighted average price of ordinary shares at 1 month before the announcement.

The Offer relates to n. 16,026,357 ordinary shares, no. 3,000,000 multiple voting shares and n. 133,334 special shares of CFT, representing the entire share capital of the Issuer. The total disbursement is approximately Euro 88 million if all the shares are successfully tendered and will result in the subsequent delisting of the ordinary shares of CFT from AIM Italia.

On 15 December 2020, the Offeror submitted the application for authorization to the Spanish Foreign Investment Authority for approval, pursuant to article 7-bis of Spanish law no. 19/2003, of the acquisition of control of the Issuer by the Offeror while on 14 December 2020 it presented the application for authorization by the German competition authority (Bundeskartellamt) to the acquisition of control of the Issuer by the Offeror.

The Offer is promoted exclusively in Italy and is addressed, without distinction and under the same conditions, to all the Issuer's shareholders. The Offer is not promoted in the United States of America, Canada, Japan or Australia, or in any other country where the Offer would not be permitted without authorization from the competent authorities.

Until the publication of the Offer Document, although not expressly indicated, referral is made to the press release pursuant to Article 102, paragraph 1, of the TUF, published on the websites of ATS and CFT, which contains the description of the essential elements of the Offer and its conditions of effectiveness.

The Offer Document will be published at the end of the review carried out by Consob pursuant to art. 102, paragraph 4, of the TUF.

Finally, to provide information relating to the Offer, the Shareholders can contact the dedicated email address (opa-cft@georgeson.com)or call the following toll-free number 800 123 792, made available by the Global Information Agent. This toll-free number will be active throughout the Offer Period on weekdays, from 9:00 (Italian time) to 18:00 (Italian time).

The ATS group is assisted by UniCredit as financial advisor, by Clifford Chance as legal advisor, by Georgeson as global information agent and by Barabino & Partners as media relations advisor.

ATS Automation Holdings Italy S.r.l.

The ATS group is a leader in automation solutions and operates in the planning, design, construction, commissioning and maintenance of automated production and assembly systems, including automation products. Founded in 1978, ATS employs approximately 4,200 people at 20 manufacturing facilities and over 50 offices in North America, Europe, Southeast Asia and China. The shares of the holding company of the ATS group are traded on the Toronto Stock Exchange.

Contacts

Barabino & Partners

Stefania Bassi +39 335 6282 667 s.bassi@barabino.it

Agota Dozsa +39 338 7424 061 a.dozsa@barabino.it

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CFT S.p.A. published this content on 04 January 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 January 2021 14:27:06 UTC