The merger Blue Note/Casta Diva Group is approved

The shareholders meeting of Blue Note S.p.A., under the guidance of its President, Avv. Paolo Colucci, met today, on first call, in extraordinary and ordinary session, and voted with the unanimity of those in attendance (representing over 73% of the share capital) the following resolutions.

Approval of the Major Operation and of the merger project

The shareholders meeting of Blue Note approved the merger by acquisition of Casta Diva Group S.r.l. in Blue Note (the “Merger”) as proposed and illustrated in the Board of Directors’ report.

The aforesaid resolution was voted by the shareholders in ways and with majorities such as to allow exemption from the obligation of a full public tender offer as per Article 49, paragraph 1, letter g) of the Issuers’ Regulation adopted by CONSOB in its resolution 11971/1999 (the so-called whitewash mechanism).

The merger still remains subject only to the condition subsequent of the exercise of the right of withdrawal by as many members as represent overall a withdrawal value greater than €430,000 (four hundred and thirty thousand euros) on the basis of the determination of such value in accordance with Article 2437-ter of the Civil Code.

The terms and manner of the exercise of the right of withdrawal and of carrying out the liquidation procedure in accordance with Article 2437-quater of the Civil Code will be made known by means of a special press release disseminated through the SDIR-NIS System and published on Blue Note’s website at the address www.bluenotemilano.com in the Investor Relations – Reverse Take-Over section, following registration in the appropriate registers of companies of the resolutions of the meetings approving the merger voted by Blue Note and Casta Diva Group S.r.l.

We point out, finally, that today was also held the extraordinary meeting of members of Casta Diva Group S.r.l., in which the sole member Reload S.r.l., represented by the sole director – the CPA Dr. Gianluigi Rossi – approved the merger.

Attribution of authorization to the Board of Directors to increase the share capital and to issue convertible bonds for an overall maximum of €20m in support of the joint growth project

The shareholders meeting of Blue Note also voted to delegate to the Board of Directors pro tempore, in accordance with Articles 2443 and 2420-ter of the Civil Code, to increase, one or more times and by share splitting, the company capital and/or to issue convertible bonds, also with exclusion of the right of option, with or without warrants and possibly in service of warrants, up to an overall maximum amount, inclusive of any premium, of €20m (twenty million euros), with the objective of supporting the programmes for growth and joint development of the company resulting from the business combination “Casta Diva Group S.p.A.”

The shareholders meeting voted said authorization with the same terms and ways proposed and illustrated in the Board of Directors’ report published on the Blue Note site at the address www.bluenotemilano.com in the section Investor Relations – Assemblee.

Appointment of the new corporate bodies of Blue Note S.p.A. and of the auditing company

The shareholders of Blue Note present at the meeting unanimously approved the proposal put forward by the company’s board of statutory auditors, thus conferring on Reconta Ernst & Young S.p.A. the appointment for external auditing for the years 2016, 2017 and 2018.

The shareholders meeting, in ordinary session, also appointed – starting from the effective date of the merger – the new Board of Director of the post-merger company, which will be composed of five members, one of whom will be independent, in the persons of Luca Oddo (Chairman), Andrea De Micheli, Paolo Alfonso Colucci, Alessandro Cavalla and Vittorio Giaroli, this last possessing the requirements of independence.

The Board of Directors of the company resulting from the merger will remain in office for three years starting from the effective date of the merger.

The shareholders meeting also appointed – again starting from the effective date of the merger – the new board of statutory auditors of the post-merger company in the persons of Monica Mannino (Chairwoman), Andrea Pozzolini and Davide Mantegazza (standing statutory auditors), in addition to Mauro Lorini and Gaetano Pignatti Morano di Custoza (alternate statutory auditors).

Finally, it is communicated that the shareholders meeting voted to revoke the merger plan between Blue Note and its subsidiary BN Eventi S.r.l. voted on 15 November 2013 and never executed.

The companies were assisted in the finalization of the merger operation by Integrae SIM S.p.A. (nominated advisor), LCA (legal advisor), Emintad and Kobo Funds (financial advisors for Blue Note and Casta Diva Group S.r.l., respectively), and Rossi & Associati (tax advisor).