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07.06.2022

Pedersoli alongside Sparkasse in the takeover of Civibank

Subscriptions reached 58.5496% of CiviBank capital; Sparkasse holds 75.6% of CiviBank capital (79.1% voting rights)

Appointed the new Board of Directors of CiviBank; Sparkasse list received the most votes

Pedersoli Studio Legale advised Cassa di Risparmio di Bolzano S.p.A. – Sparkasse (“Sparkasse”) in the takeover transaction for the acquisition of the majority in corporate capital of Banca di Cividale S.p.A. – Benefit Corporation (“CiviBank”) with reference both to public voluntary all-share purchase offers promoted by Sparkasse on all ordinary shares and warrants of CiviBank and the proceedings for precautionary measures brought by CiviBank before the Regional Administrative Court of Lazio.

As a result of the order issued on 1 June 2022 by the Regional Administrative Court of Lazio, which rejected the application for precautionary measures by CiviBank, yesterday, 6 June, Sparkasse completed the offers for purchase of shares equal to 58.5496% corporate capital of CiviBank. Accordingly, Sparkasse now holds 75.6429% corporate capital of CiviBank equal to 79.1% voting rights. Still yesterday, the shareholders’ meeting of CiviBank was held for the appointment of the new Board of Directors of CiviBank on the basis of the list submitted by Sparkasse. On today’s date, the new Board of Directors meeting was held for the appointment of the Chairman and Vice-Chairman.

With these final steps, the takeover transaction launched in December 2021 is completed in the context of the sustainable consolidation of the European banking market outlined by the banking supervisory authorities.

Pedersoli Studio Legale advised Sparkasse in all phases of the transaction with a cross-practice team led by Marcello Magro (equity partner) and composed of Giulio Sandrelli and Marta Sassella (partner), as well as Fabrizio Grasso (junior partner) for aspects relating to offers and banking and finance regulatory matters.  As to the administrative dispute before the Regional Administrative Court of Lazio, Sparkasse was supported by Sergio Fienga (equity partner), Eugenio Barcellona (equity partner) and Tommaso Ricolfi (junior partner), alongside Professors Marcello Clarich and Sandro Amorosino. Davide Cacchioli (equity partner) and Alessandro Bardanzellu (partner) provided legal assistance in relation to antitrust law aspects. Filippo Annunziata, founding partner of Annunziata&Conso, assisted Sparkasse from the early stages of the transaction on regulatory aspects.

Intesa Sanpaolo – IMI Corporate & Investment Banking Division acted as sole financial advisor, assisting Sparkasse throughout the whole transaction.

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Pedersoli Studio Legale
Sebastiano Distefano
sebastiano.distefano@pedersoli.it
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