The merger of Toscana Finanza S.p.A. into Banca IFIS S.p.A. is part of a broader project by Banca IFIS S.p.A. to acquire and integrate the former Toscana Finanza Group. The merger was authorised pursuant to articles 53 and 67 of Legislative Decree no. 385/1993 by the Bank of Italy on 21 February 2011.

The guidelines for this takeover plan were contained in the Framework Agreement of 5 March 2010 signed by Next S.r.l., Finross S.p.A., Ms. Serenella Bettini, Mr. Mario Sordi, Mr. Andrea Manganelli, Mr. Enrico Rossetti and Banca IFIS S.p.A., and which regulated the governance aspects relating to the whole project.

The initial stage of the aforementioned acquisition project, aimed primarily at delisting Toscana Finanza S.p.A.’s shares, was partially carried out through the voluntary takeover bid, which was launched on 4 April 2011 and lasted until 10 May 2011, for all the ordinary shares of Toscana Finanza S.p.A., totalling 30,594,476, including 499,715 treasury shares (representing 1.63% of the company’s share capital).

This takeover bid secured a total of 23,637,292 ordinary shares of Toscana Finanza S.p.A., or 77.26% of the company’s share capital.

As envisaged in the “Prospectus for the Voluntary Takeover Bid for the whole share capital” drawn up pursuant to articles 102 and 106, paragraph 4 of Legislative Decree no. 58/1998, since the takeover bid did not exceed the thresholds as set out in articles 108 and 111 of the Consolidated Law on Finance, the project was implemented by means of the merger.

The Framework Agreement envisaged the simultaneous separation of all transferable assets and liabilities of Toscana Finanza S.p.A. to Fast Finance S.p.A., a subsidiary 100% owned by Toscana Finanza S.p.A. itself. Nonetheless, following the results achieved with the takeover bid, as well as due to subsequent analyses and valuations, the parties deemed it expedient to introduce some changes to what was established in the Framework Agreement, and therefore on 22 June 2011 signed a supplement to it, providing for the merger to be carried out without divesting the assets and liabilities of Toscana Finanza S.p.A.

On 30 September 2011 Bank of Italy authorised the transaction under the terms and means indicated in the merger project that was prepared pursuant to art. 2501-ter of the Italian Civil Code.

By means of the merger Banca IFIS introduced in its own corporate scope the business of buying and collecting non-performing loans, also in order to benefit from the organisational improvement of its processes for collecting receivables, as well as from its know-how in acquiring this type of receivable, thus enhancing the overall product range by supplementing the main product of the Banca IFIS Group, which is factoring.

The merger has also allowed to simplify the exercise of strategic, managerial and technical/operational control by Banca IFIS through the creation of an in-house operating division dedicated specifically to undertaking Toscana Finanza’s business, including sales and management functions, as well as to achieve synergies and economies of scale.

On 2 November 2011 the Shareholders’ meetings of the respective companies approved the project to merge Toscana Finanza S.p.A. into Banca IFIS S.p.A. with the swap ratio of 7 Banca IFIS’s ordinary shares for every 23 Toscana Finanza’s ordinary shares to be attributed to the shareholders of Toscana Finanza who had not exercised their right of withdrawal.

On 28 December 2011 the merger deed executed before a notary public on 27 December 2011 was filed in the Companies Registers of Florence and Venice.

The statutory, accounting and tax effects were applied as from 31 December 2011.

The merger was completed without giving rise to any share capital increase and through the attribution of Banca IFIS’s shares, taken from treasury shares in its portfolio, to the shareholders of the merged company Toscana Finanza. The swap operations were undertaken as from 2 January 2012 and 5,295,430 Toscana Finanza S.p.A.’s shares were swapped for 1,611,633 Banca IFIS S.p.A.’s shares; the shares of the merged company Toscana Finanza held by Banca IFIS were cancelled.

The shareholders of Toscana Finanza who had exercised their right to withdraw were paid on the same date an amount of 1.59 Euro per share.

Toscana Finanza’s ordinary shares were delisted as from the first trading day following the merger effective date (2 January 2012).

With the aim of completing the integration of the former Toscana Finanza Group into Banca IFIS, the idea of incorporating Fast Finance was also considered.

Assessing the benefits in terms of know-how and organisational efficiency in the processes of acquiring and managing tax receivables, as well as of further simplification of the exercise of strategic, managerial and technical/operational control by Banca IFIS, and taking into consideration also the reduction in administrative and operating costs connected to the functioning of the subsidiary’s corporate bodies, on 19 January 2012 the Board of Directors of Banca IFIS approved the project to merge Fast Finance S.p.A. into Banca IFIS S.p.A. prepared pursuant to art. 2501 ter of the Italian Civil Code, and on 23 January it applied for Bank of Italy’s authorisation for the merger; the merger project was also approved by the Board of Directors of Fast Finance S.p.A. on 20 March 2012.

The Regulatory Authority started the proceedings relating to the application on 24 January 2012. The proceedings will be completed within 90 days from that date, without prejudice to the possibility of suspending or interrupting the timeframes envisaged by the law in force.

Since it is a merger of a wholly owned subsidiary, it will be possible to avail ourselves of the simplifications envisaged by art. 2505 of the Italian Civil Code as well as by Banca IFIS’s articles of association.

The documentation relating to the acquisition and integration of the former Toscana Finanza Group is available on the company’s website at the following links: