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ASTM Tender – Offerer: NAF 2 S.p.A.

ASTM Tender – Offerer: NAF 2 S.p.A.

Following the successful outcome of the Voluntary Tender Offer promoted by NAF2 S.p.A., ASTM is a private company. ASTM Ordinary Shares have been delisted from the MTA as from 4 June 2021.

The Company is committed to maintaining accurate, timely and transparent communication with all stakeholders on strategic decisions, objectives and financial results. This section contains all the documentation necessary for an appropriate financial communication, also in compliance with market regulations, including the Share price history.

Following the delisting of its Shares from the MTA, ASTM has designated Italy as Home Member State pursuant to Directive 2004/109/EC and related implementing rules, for the purposes therein specified. Moreover, pursuant to Article 82-ter of the Issuers’ Regulation, ASTM does not intend to continue to publish on a voluntary basis periodic interim financial information in addition to the Annual and the Half-Year Financial Reports.


The following contains  important information in relation to the total voluntary tender offer (offerta pubblica di acquisto volontaria totalitaria) (the “Offer“) for the ordinary shares (the “Shares“) of ASTM S.p.A. (the “Issuer“). that NAF 2 S.p.A. announced with a notice published, pursuant to Article 102, paragraph 1, of Legislative Decree 58/1998, on 20 February 2021.

The Offer is being launched in Italy, since the Shares are listed on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A. and, except as indicated below, is subject to the disclosure obligations and procedural requirements provided for by Italian law.

The Offer will be launched by means of the publication of an offer document subject to the approval of the Commissione Nazionale per le Società e la Borsa (CONSOB) (the “Offer Document”). The Offer Document will contain the full description of the terms and conditions of the Offer, including the terms of acceptance.

To the extent applicable, the Offer is also conducted in the United States in accordance with applicable provisions of Section 14(e) of the U.S. Securities Exchange Act of 1934 (“Exchange Act”) and Regulation 14E adopted under the Exchange Act, without prejudice to the applicable exemptions provided by Rule 14d-1 under the Exchange Act (“Cross-Border Exemptions”).

An Offer Document translated into English will be made available to the holders of the Shares resident in the United States. The English version of the Offer Document will be merely a courtesy translation and the Italian version of the Offer Document will be the only document submitted to CONSOB for approval.

The Offer has not been and will not be conducted or disseminated in Canada, Japan and Australia, as well as in any other country in which such Offer is not permitted in the absence of authorization from the competent authorities or other obligations by the Offeror (collectively, the “Other Countries“).

Acceptance of the Offer by parties resident in the Other Countries may be subject to specific obligations or restrictions provided for by law or regulatory provisions. Parties who wish to take part in the Offer bear exclusive responsibility to comply with those laws and, therefore, prior to accepting the Offer, those parties are required to verify the existence and application of any such obligations or restrictions, and are urged to consult their own advisors.

Anyone who intends to access this section of the website and view the Offer Document and the other documents published therein must read carefully and be fully aware of the information contained therein.

This information included in this section of the website does not represent an offer to purchase or a solicitation for an offer to purchase shares of the Issuer. At the beginning of the Offer Period, in accordance with applicable law, the Offeror will publish the Offer Document, which shareholders of the Issuer should review carefully.

By selecting the “I ACCEPT” “button” you represent and warrant that you are not physically located or resident in the Other Countries, and that you have read, understood and fully accept and agree to abide by all of the above limitations.


Last update: 05/08/2021