The Italian Sea Group approves the Merger of Subsidiary New Sail

The Italian Sea Group approves the Merger of Subsidiary New Sail


03/03/2022 - 16:38

The Italian Sea Group S.p.A. (“TISG”, the “Company” or the “Incorporating Company”), global operator in the luxury yachting industry, announces that the Board of Directors, during today’s meeting, has approved the incorporation of the 100% subsidiary New Sail S.r.l. (“Incorporated Company”) in the Company (the “Merger”), after a similar decision was taken by the Shareholders' Meeting of the Incorporated Company.

The Merger allows: (i) to unify and integrate decision making processes, (ii) to pursue a higher managerial efficiency, thanks to the development of relevant synergies in terms of production, logistics, corporate and administrative matters, as well as (iii) to reduce administrative costs.

The resolution was adopted by the Board of Directors of the Incorporating Company as no requests from its Shareholders have been received, within the prescribed period, such as to legitimize the request for the adoption of the aforementioned resolution by the Shareholders' Meeting.

As already announced on February 17th, 2022, it is specified that the operation will produce its effects, pursuant to art. 2504-bis, comma 2, c.c., from the date of the last entry of the merger act in the Register of Companies; for accounting and income tax purposes, the transaction will have
retroactive effect from the first day of the year in which the merger will be effective for civil purposes.

The Incorporated Company “New Sail S.r.l.” is fully owned by TISG; consequently, all shares representing the entire share capital of the Incorporated Company will be cancelled upon the merger and no exchange ratio must be fixed.
The Act of Merger is expected to be signed by the end of May 2022.

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