Press release issued by B.F. S.p.A. on behalf of Arum S.p.A. and Dompé Holdings S.r.l.
THE DISTRIBUTION, PUBLICATION, OR DISTRIBUTION OF THIS COMMUNICATION, IN WHOLE OR IN PART, IS PROHIBITED IN ANY COUNTRY WHERE IT WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE REGULATIONS
VOLUNTARY TOTAL PUBLIC PURCHASE OFFER PROMOTED JOINTLY BY ARUM S.P.A. AND DOMPÉ HOLDINGS S.R.L. ON THE ORDINARY SHARES OF B.F. S.P.A.
PRESS RELEASE
pursuant to Article 36 of the Regulation adopted by CONSOB resolution of May 14, 1999, no. 11971 (the "Issuers Regulation")
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CONCLUSION OF THE OFFER SUBSCRIPTION PERIOD
PRELIMINARY RESULTS OF THE OFFER: 88.057% OF B.F. S.P.A. SHARE CAPITAL REACHED
Milan – Turin, July 3, 2026 – Reference is made to the voluntary total public purchase offer jointly promoted by Arum S.p.A. ("Arum") and Dompé Holdings S.r.l. ("Dompé Holdings" and, together with Arum, the "Offerors") pursuant to Articles 102 and 106, paragraph 4, of Legislative Decree no. 58 of February 24, 1998 (the "Offer"), concerning all ordinary shares of B.F. S.p.A. ("BF" or the "Issuer"), excluding shares already held by the Offerors and by persons acting in concert with the Offerors, as well as certain further BF shares assigned to their respective beneficiaries under the 2023-2025 long-term equity incentive plan approved by the BF shareholders' meeting on May 10, 2023, and subject to a two-year lock-up period.
Unless otherwise defined in this release, terms with a capital letter have the meanings attributed to them in the offer document published on May 27, 2026 (the "Offer Document").
PRELIMINARY RESULTS OF THE OFFER
The Offerors announce that (i) the Subscription Period concluded today and (ii) based on the preliminary results of the Offer communicated by BPER Banca S.p.A., as the Intermediary Appointed for the Collection of Subscriptions, at the close of the Subscription Period, n. 101,997,262 Shares have been subscribed to the Offer, representing 38.933% of the Issuer's share capital and 76.557% of the Shares Subject to the Offer.
It is noted that neither the Offerors nor the Persons Acting in Concert have purchased Shares outside the Offer in the period between the Date of the Offer Document and today's date.
Therefore, taking into account:
(i) the n. 128,641,371 Shares, representing 49.103% of the Issuer's share capital, held in aggregate by the Offerors before the start of the Subscription Period;
(ii) the aggregate n. 53,702 Shares, representing 0.020% of the Issuer's share capital, held by Persons Acting in Concert before the start of the Subscription Period;
(iii) should the preliminary results of the Offer be confirmed, the n. 101,997,262 Shares, representing
Press release issued by B.F. S.p.A. on behalf of Arum S.p.A. and Dompé Holdings S.r.l.
38.933% of the Issuer's share capital, subscribed to the Offer during the Subscription Period, as a result of the Offer and upon its completion, the Offerors (together with the Persons Acting in Concert) will hold an aggregate of n. 230,692,335 Shares, representing 88.057% of the Issuer's share capital.
Taking into account therefore (i) the preliminary results of the Offer, should they be confirmed, and (ii) the n. 102,475 Own Shares held by the Issuer and the n. 153,555 Shares held by its subsidiary SIS (relevant according to the criteria set out in Article 44-bis, paragraph 5, of the Issuers Regulation), the relevant holding for the purpose of calculating the thresholds provided for by Articles 108 and 111 of the TUF held in aggregate by the Offerors (together with the Persons Acting in Concert) amounts to 88.154% of the Issuer's share capital.
OFFER EFFECTIVENESS CONDITIONS
It is reminded that, as indicated in the Offer Document, the effectiveness of the Offer is conditional upon the fulfillment or waiver by the Offerors of each of the Offer Conditions (i.e., the MAC/MAE Condition, the Golden Power Condition, the Antitrust Condition, and the FSR Condition) described in Section A, Paragraph A.1 of the Offer Document.
In this regard, it is noted that: (i) as communicated to the market on June 22, 2026, the Golden Power Condition was fulfilled on the same date; and (ii) with regard to the remaining Offer Conditions, as indicated in the Offer Document, the Offerors will announce the fulfillment or non-fulfillment of, or any waiver of, such Offer Conditions in the Announcement of the Final Offer Results.
CONSIDERATION AND PAYMENT DATE
In the event of the fulfillment of the remaining Offer Conditions (i.e., the MAC/MAE Condition, the Antitrust Condition, and the FSR Condition), or should the Offerors decide to waive them, the payment of the Consideration (equal to Euro 5.00) for each Share subscribed to the Offer during the Subscription Period will take place, upon the simultaneous transfer of ownership of such Shares to the Offerors, on the Payment Date (i.e., July 10, 2026).
Should any of the Offer Conditions not be met and the Offerors do not exercise their right to waive them, the Offer will not be completed. In such case, the Shares subscribed to the Offer will be made available to their respective holders by the first Business Day following the date on which the Offerors first announce the non-completion of the Offer. The Shares will then be returned to the Subscribers' availability without any charges or expenses, and the Subscribers will not suffer any prejudice with regard to the Voting Bonus accrued or in the process of accruing.
COMMUNICATION OF FINAL OFFER RESULTS
The final results of the Offer will be announced in the Announcement of the Final Offer Results, which will be issued by the Offerors by 7:29 AM (Italian time) on the Business Day preceding the Payment Date (i.e., by 7:29 AM (Italian time) on July 9, 2026), pursuant to Article 41, paragraph 6, of the Issuers Regulation.
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Press release issued by B.F. S.p.A. on behalf of Arum S.p.A. and Dompé Holdings S.r.l.
This communication does not constitute, nor does it intend to constitute, an offer, invitation, or solicitation to buy or otherwise acquire, subscribe, sell, or otherwise dispose of financial instruments, and no sale, issuance, or transfer of B.F. S.p.A. financial instruments will be made in any country in violation of the applicable regulations therein.
The Offer is made through the publication of the Offer Document approved by CONSOB. The Offer Document contains a full description of the terms and conditions of the Offer, including the methods of participation.
The publication or dissemination of this communication in countries other than Italy may be subject to restrictions based on applicable law, and therefore any person subject to the laws of any country other than Italy is required to independently obtain information on any restrictions provided by applicable laws and regulations and ensure compliance therewith. Any failure to comply with such restrictions may constitute a violation of the applicable regulations of the relevant country. To the maximum extent permitted by applicable law, the parties involved in the Offer shall be deemed exempt from any liability or adverse consequences that may arise from the violation of the aforementioned restrictions by the aforementioned relevant persons. This communication has been prepared in accordance with Italian law, and the information disclosed herein may differ from that which would have been disclosed had the communication been prepared in accordance with the laws of countries other than Italy.
No copy of this communication, nor any other documents relating to the Offer, will be, nor may be, mailed or otherwise transmitted or distributed in or from any country where the provisions of local law may create civil, criminal, or regulatory risks if information concerning the Offer is transmitted or made available to B.F. S.p.A. shareholders in such country or other countries where such conduct would constitute a violation of the laws of such country, and any person receiving such documents (including custodians, nominees, or trustees) is required not to mail or otherwise transmit or distribute them to or from any such country.