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 41, paragraph 6, of the Regulation adopted by CONSOB resolution of May 14, 1999, no. 11971 (the "Issuers' Regulation") *** * *** FINAL OFFER RESULTS: 88.057% OF B.F. S.P.A.'S SHARE CAPITAL REACHED AS AGGREGATE STAKE HELD BY THE OFFERORS AND PERSONS ACTING IN CONCERT
THE OFFER HAS BECOME UNCONDITIONAL AND THE CONSIDERATION WILL BE PAID ON JULY 10, 2026
Turin – Milan, July 6, 2026 – Further to the press release issued on July 3, 2026, Arum S.p.A. ("Arum") and Dompé Holdings S.r.l. ("Dompé Holdings" and, together with Arum, the "Offerors") hereby announce, pursuant to Article 41, paragraph 6, of the Issuers' Regulation, the final results of the acceptances of the voluntary total public purchase offer jointly promoted by 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 the 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 BF's shareholders' meeting on May 10, 2023, and subject to a two-year lock-up period.
Unless otherwise defined in this press release, capitalized terms shall have the meanings ascribed to them in the offer document published on May 27, 2026 (the "Offer Document").
FINAL OFFER RESULTS
Based on the final Offer results communicated by BPER Banca S.p.A., as the Intermediary Appointed for the Collection of Acceptances, at the close of the Acceptance Period, n. 101,997,262 Shares have been tendered to the Offer, representing 38.933% of the Issuer's share capital and 76.557% of the Shares Subject to the Offer, of which:
a) n. 50,998,631 Shares tendered to the Offer will be purchased by Arum; and b) n. 50,998,631 Shares tendered to the Offer will be purchased by Dompé Holdings, in accordance with what has already been stated in the Offer Document, whereby the Shares tendered will be purchased by Dompé Holdings and Arum in equal parts, i.e., in an amount equal, for each Offeror, to 50% of the Shares Subject to the Offer tendered to the Offer.
The final results are therefore unchanged compared to the provisional results communicated by the Offerors on July 3, 2026.
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 prior to the commencement of the Acceptance Period;
(ii) the total n. 53,702 Shares, representing 0.020% of the Issuer's share capital, held by Persons Acting in Concert prior to the commencement of the Acceptance Period; and (iii) the n. 101,997,262 Shares, representing 38.933% of the Issuer's share capital, tendered to the Offer during the Acceptance Period, as of the Payment Date, the Offerors (together with the Persons Acting in Concert) will hold in aggregate n. 230,692,335 Shares, representing 88.057% of the Issuer's share capital.
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.
As announced by the Offerors in their press release of June 25, 2026, the Reopening of Terms will not take place, pursuant to and for the purposes of Article 40-bis, paragraph 3, letter a), of the Issuers' Regulation.
Therefore, taking into account (i) the final Offer results 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 stake relevant for the calculation of 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, and therefore, the legal prerequisites for the fulfillment of the Obligation to Purchase pursuant to Article 108, paragraph 1, of the TUF, nor for the exercise of the Right to Purchase pursuant to Article 111 of the TUF, are met.
OFFER CONDITIONS
With reference to the Offer Conditions, the Offerors hereby announce the following:
(i) as already communicated on June 22, 2026, the Golden Power Condition was met on the same date;
(ii) as of today's date, no material events have occurred relevant to the MAC/MAE Condition and, to the extent necessary, the Offerors waive the MAC/MAE Condition;
(iii) the Offerors declare that they waive the Antitrust Condition and the FSR Condition.
In view of the foregoing, the Offer has become unconditional and fully effective.
Given that, as of today's date, proceedings are still pending before (a) the Competition Authority of Kenya (i.e., the competent Kenyan antitrust authority) for the latter to grant authorization for the Offer under the applicable antitrust legislation and (b) the European Commission for the latter to grant authorization for the Offer under Regulation (EU) 2022/2560 on foreign subsidies distorting the internal market (the "FSR Regulation"), it is specified that, pursuant to the applicable legislation, Arum will not exercise the voting right relating to the n. 50,998,631 Shares tendered to the Offer that will be purchased by Arum until
Press release issued by B.F. S.p.A. on behalf of Arum S.p.A. and Dompé Holdings S.r.l.
upon obtaining (i) the authorization from the Competition Authority of Kenya pursuant to the applicable antitrust legislation (or the expiry of the applicable deadlines (including any extensions thereof) for the authority to make its decision regarding the Offer) and (ii) the authorization from the European Commission pursuant to the FSR Regulation (or the expiry of the applicable deadlines (including any extensions thereof) for the European Commission to make its decision regarding the Offer). In addition, it is specified that, on the Payment Date, the Offerors will subscribe to the Shareholders' Agreement, the effectiveness of which will be suspended until the date of obtaining both of the aforementioned authorizations (or the expiry of the applicable deadlines (including any extensions thereof) for the authorities to make their respective decisions). On that date, therefore, the provisions of the Shareholders' Agreement will be fully effective.
CONSIDERATION AND PAYMENT DATE
It is reminded that, on the Payment Date, which is July 10, 2026, the Offerors will pay each Adherent to the Offer the Consideration equal to Euro 5.00 (five/00) for each Share tendered in the Offer during the Acceptance Period (and thus for a total of Euro 509,986,310, of which Euro 254,993,155 will be paid by Arum and Euro 254,993,155 will be paid by Dompé Holdings), in exchange for the simultaneous transfer of ownership of such Shares to the Offerors.
The payment of the Consideration will be made in cash. The Consideration will be paid by the Offerors to the account indicated by the Intermediary Appointed for the Collection of Acceptances and by the latter transferred to the Depositary Intermediaries, for crediting to the accounts of their respective clients, in accordance with the instructions provided by the Adherents to the Offer.
The Offerors' obligation to pay the Consideration shall be deemed fulfilled when the relevant sums have been transferred to the Intermediary Appointed for the Collection of Acceptances. The risk that the Intermediary Appointed for the Collection of Acceptances, or the Depositary Intermediaries, do not transfer such sums to the rightful owners or delay their transfer remains exclusively borne by the Adherents to the Offer.
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This communication does not constitute and is not intended 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 financial instruments of B.F. S.p.A. will be made in any country in violation of the applicable legislation therein.
The Offer is made through the publication of the Offer Document approved by CONSOB. The Offer Document contains the full description of the terms and conditions of the Offer, including the acceptance procedures.
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 for by applicable laws and regulations and ensure compliance therewith. Any failure to comply with such restrictions may constitute a violation of the applicable legislation 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 give rise to civil, criminal or regulatory risks if information concerning the Offer is transmitted or made
available to shareholders of B.F. S.p.A. 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 as custodian, fiduciary or trustee) is required not to mail or otherwise transmit or distribute them to or from any such country.