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Campari cancels shareholder meeting as Amsterdam move gets green light

Campari is officially moving its legal home from Milan to Amsterdam.

Following the commitment over last weekend from the controlling shareholder, Lagfin (the vehicle of the Garavoglia family) to buy in shares, Campari’s board has sufficient votes in the bag to secure approval for the move and consequently has cancelled the extraordinary meeting of shareholders scheduled for this Friday.

Bob Kunze-Concewitz, Campari’s chief executive, said: ‘We are very pleased to announce …..the fulfilment of the conditions precedent for the transfer of the registered office to the Netherlands, in line with the company’s objectives.

“The decision of our controlling shareholder Lagfin to increase its commitment to support the successful completion of the transaction from the initial amount of €76.5 million, announced at the launch of the transaction, to above €250 million, represents the full confirmation of its long-term commitment to the group strategy and a very strong signal of trust in the company’s future prospects, in line with the management’s ambitions.

Campari’s chief executive also said: “We strongly appreciate the message of trust stemming from the decision of some shareholders to waive the exercise of their withdrawal rights in order to remain invested in the company.”

The cost of liquidating shares worth about €65 million will now cost Campari (not Lagfin) about €5.2 million, comfortably below the limit it set of up to €8 million. On the other hand, Lagfin has had to spend far in excess of the of €76.5m cap it set on its on its planned outlay to facilitate the transfer to Amsterdam.

The transfer will take place later this year after legal formalities have been concluded.

Kunze-Concewitz underlined that the switch “does not entail any changes in the organisation, management or operational activities and, above all, envisages that the tax residence of the group is maintained in Italy.” The shares will remain quoted on the Milan stock market.

The move, Kunze-Concewitze said, would allow Campari to “pursue the key objective of enhancing our increased voting mechanism in favour of long-term shareholders and, therefore, the adoption of a flexible capital structure that can further support us in pursuing growth opportunities also via major acquisitions.”

In reference to the transfer, Campari said in the spring that no significant acquisitions were imminent. However, once registered in the Netherlands, the class of super voting shares in Campari held by Lagfin makes the company virtually impregnable to any future hostile takeover bid.

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