Pirelli-ChemChina merger moving forward

MILAN, Italy (Feb. 16, 2016) — Pirelli & C. S.p.A. shareholders approved a series of measures Feb. 15 at a regularly scheduled shareholders' meeting that move the merger of China National Chemical Corp. (ChemChina) and Pirelli one step closer to realization.

Among the measures approved was confirmation of ChemChina-nominated executives Ren Jianxin, Yang Xingqiang, Bai Xinping, Ze'ev Goldberg, Tao Haisu, Wang Dan and Zhang Junfang as directors of the new company.

Mr. Ren, 58, chairman of ChemChina since December 2014, was nominated in October 2015 to become chairman of Pirelli.

Marco Tronchetti Provera, 66, Pirelli chairman from the mid-1990s to 2015, continues as executive deptuy chairman and CEO.

The shareholders also approved the merger plan that called for Marco Polo Industrial Holding S.p.A. — the ChemChina investment vehicle that oversaw the accumulation of Pirelli shares — to be merged into Pirelli. This was effected by exchanging Marco Polo shares for Pirelli shares at a previously disclosed common exchange ratio for both classes of shares.

Pirelli noted the merger is expected to be completed within the first semester of 2016.

Other measures approved included:

• The mandatory conversion of the outstanding savings shares into a special class of newly issued non-voting and non-listed shares. The date of conversion will be agreed with Borsa Italiana S.p.A., in accordance with the trading calendar, and disclosed by notice on pirelli.com and in at least one national newspaper.
• The adoption of new by-laws.

A special assembly of savings shareholders of Pirelli & C. S.p.A. — held immediately after the meeting of the ordinary shareholders — also approved the mandatory conversion and by-laws provisions.

The backgrounds of the other new board members are:

• Bai Xinping, 48, chairman and CEO of China National Tire & Rubber Co. Ltd., a ChemChina business unit;
• Tao Haisu, 67, limited director with Mercuria (China) Investment Co. Ltd.;
• Wang Dan, general deputy manager, Silk Road Fund Co. Ltd.;
• Yang Xingqiang, 49, president and a board member of ChemChina since 2014;
• Ze'ev Goldberg, 56, co-founder and a former chairman Israel Broadband Co., as well as a member of the board of directors of Alliance Tire Co.; and
• Zhang Junfang, 64, counsellor with the rank of minister at the Chinese embassy in Italy through 2013;

Of these, Pirelli said Mr. Tao and Ms. Zhang are defined as independent directors.

Separately, Pirelli recently issued a statement to correct what it deemed inaccuracies in a Feb. 5 report on the effects of the merger between Marco Polo Industrial Holding and Pirelli by BNP Paribas.

Among the points Pirelli sought to correct were:

• The net debt to EBITDA ratio (pro forma to give effect to the proposed merger between Marco Polo Industrial Holding and Pirelli) will be approximately equal to 4 times, as of Dec. 31;
• Pirelli will continue to prepare periodic financial reporting in line with best market practices for delisted companies; and
• Holders of the 2019 notes issued by Pirelli International have certain safeguards in connection with the proposed merger.