DR 3 S.r.l. Announces Results of Its Tender Offer for De Rigo Ordinary Shares and ADSs and Commencement of Subsequent Offering Period; De Rigo Brothers to Control More Than 96% of De Rigo S.p.A.
De Rigo Holding B.V. announced today that its wholly-owned subsidiary DR 3 S.r.l. had accepted for payment and made arrangements to pay for all securities tendered in its tender offer for any and all outstanding ordinary shares and American Depositary Shares of De Rigo S.p.A. (NYSE: DER – News).
De Rigo Holding is wholly owned by the De Rigo brothers, who, prior to commencement of the offer, owned directly or indirectly through De Rigo Holding, approximately 77.2% of the outstanding ordinary shares and ADSs.
De Rigo Holding has been advised by The Bank of New York, the Tender Agent for the offer, that as of 5:00 p.m., New York City time, on Friday, September 9, 2005, 7,565,482 ADSs of De Rigo had been validly tendered and not withdrawn pursuant to the offer, and notices of guaranteed delivery had been submitted for an additional 214,800 ADSs and 400,000 ordinary shares. Together with the ordinary shares and ADSs already owned by the De Rigo brothers, the ordinary shares represented by tendered ADSs and noticed ADSs and ordinary shares represent approximately 96.5% of De Rigo's outstanding share capital.
De Rigo Holding also announced that DR 3 is providing a subsequent offering period, commencing immediately and expiring on Monday, September 19, 2005, at 5:00 p.m., New York City time, unless extended. During the subsequent offering period, remaining holders of ordinary shares and ADSs may tender any ordinary shares and ADSs not tendered to date. All ordinary shares and ADSs tendered during the subsequent offering period will be accepted and paid for by DR 3 promptly, as they are tendered, at a price of $8.75 per share or ADS.
Following the conclusion of the subsequent offering period, De Rigo Holding will review the remaining outstanding ownership of ordinary shares and ADSs and expects to cause De Rigo to proceed with the intended application for delisting of the ADSs from the New York Stock Exchange. Based on its initial review of the results of the tender offer, De Rigo Holding also expects that it will be in a position to cause De Rigo to proceed with the intended deregistration of the ordinary shares and ADSs with the SEC.
Except as described below, investors wishing to tender ordinary shares or ADSs during the subsequent offering period will be able to receive documents by contacting D.F. King & Co., Inc., the Information Agent for the transaction, in the United States at (212) 269-5550 (bankers and brokers call collect) or (800) 859-8511 (all others call toll free) or in the United Kingdom at +44 20 7920 9700. Lehman Brothers is the Dealer Manager for the offer, and The Bank of New York is the Tender Agent for the offer.
The Offer has not been submitted for clearance to Consob (the Italian Securities and Exchange Commission). Accordingly, the offer is not being made and will not be made, directly or indirectly, in Italy, and no copies of this document, the offer to purchase or any other document relating to the offer have been or will be distributed in Italy, except that, as required by law, holders of record or those appearing on a securities position listing as holders of ADSs or ordinary shares (including, pursuant to an exemption available under Italian law, the very limited number of such holders located or resident in Italy) have been sent copies of certain documents relating to the offer. Neither this document nor the offer to purchase nor any other document relating to the offer may be distributed to any other person located or resident in Italy for any reason. Neither any such document nor any information contained herein or therein constitutes an offer to purchase or a solicitation of an offer to sell or an advertisement of an offer to purchase ADSs or ordinary shares in Italy within the meaning of Article 1, Paragraph 1, Letter (v) of Italian Legislative Decree n. 58 of February 24, 1998.