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Pirelli, ChemChina merger OK'd

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MILAN, Italy—The boards of directors of Pirelli & C. S.p.A. and Marco Polo Industrial Holding S.p.A. have approved the merger plan of Marco Polo Industrial Holding into Pirelli and confirmed plans for a Feb. 15 extraordinary shareholders' meeting to approve new by-laws governing the merged entities.

The announcement confirms the fact that Marco Polo Industrial—the investment vehicle set up by China National Chemical Corp. (ChemChina) last year to carry out its acquisition of Pirelli—has completed its mission and now owns, directly or indirectly, all of Pirelli's ordinary shares and more than 93.2 percent of the Italian tire maker's savings shares.

The Feb. 15 shareholders' meeting will be called on to approve the text of the new by-laws, Pirelli said, which reflects the agreement by and between ChemChina, its subsidiary China National Tire & Rubber Co. Ltd. and Pirelli shareholders Camfin S.p.A., LTI and LTI Holding S.r.l.

The company name, registered office and the duration of the “surviving company” (Pirelli) will not be amended.

The merger is expected to be completed before mid-2016, Pirelli said, while taking effect from Jan. 1. Once the merger is enacted, Marco Polo International Holding Italy S.p.A. (Holdco) will hold, directly or indirectly, 100 percent of the share capital represented by ordinary shares and 97.2 percent of the entire share capital.

Marco Polo International Holding Italy will hold, directly or indirectly, 86.1 percent of the share capital represented by savings shares and 2.44 percnet of the entire share capital.

Third party shareholders will hold the remaining 824,727 savings shares, equal to nearly 14 percent of the share capital represented by savings shares.

Pirelli also noted that the envisaged merger would not constitute a “change of material shareholding” event, and thus would not allow holders of 600 million worth of guaranteed notes issued by Pirelli International P.L.C. and guaranteed by Pirelli Tyre S.p.A. due 2019 to request early payment.

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