As a result of preliminary analysis, the Boards expect to be in a position to approve a merger by the end of March 2009. Accordingly, they have agreed to postpone the approval of the respective company’s individual and consolidated financial statements at that time.
The merger under study is aimed at simplifying the structure of the Group by shortening its chain of control thereby providing significant benefits including:
• a reinforced capital structure,
• the reduction of third party minorities,
• streamlined decision making process to more quickly adapt the Group’s industrial structure to respond to changes in international markets,
• increased efficiencies through the concentration of strategic, financial, and management and administrative activities providing for reduced costs,
• optimized treasury management, with more efficient allocation of capital within the Group
For purposes of ascertaining the transparency and fairness of the transaction, the Boards of Directors of MBFG and AP, in compliance with their corporate governance rules, will respectively appointed financial advisors to assist the companies in the evaluation and the financial implications of the transaction, including the issuance of a fairness opinion of the exchange ratio in the proposed merger between MBFG and AP.
Shareholders of both companies in the proposed merger are not expected to be entitled to withdrawal rights.
Walter Burani, Chariman of the Board of Directors and Managing Director of MBFG declares: “The simplification of the Group structure is expected to create value for all shareholders and increase industrial, operating and financial efficiencies.”
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