On February 16, 2009, the Board of Directors of Italcementi approved a simplification of its corporate structure through merger by way of incorporation of listed subsidiary Ciments Français. Italcementi held 81.94% of share capital at the time of the transaction. An exchange ratio of 8.25 new ordinary shares of Italcementi for each ordinary share of Ciments Français was applied. The exchange ratio involves a premium of 12.9% as compared to the last 3-month average share price of Ciment Français, valuing the company at EUR 3.9bn. Under the transaction, all classes of Italcementi shares (ordinary and savings) are expected to be listed both in Italy and France and, which is why Italcementi is expected to apply for the listing of its ordinary and savings shares on Euronext Paris. As a result of the merger, Italmobiliare - the holding company of the Pesenti family, which controls and exercises direction and coordination over Italcementi with 60.3% of its voting stock - will maintain a shareholding in Italcementi higher than 47% of its voting stock. Société Générale Corporate & Investement Banking acted as financial advisor to Ciments Français.
SG CIB role: Financial advisor
