Informazione
Regolamentata n.
1616-94-2026Data/Ora Inizio Diffusione 29 Luglio 2026 19:01:37Euronext Milan
Societa' :FINCANTIERI
Utenza - referente :FINCANTIERIN12 - Dado Giuseppe
Tipologia :REGEM
Data/Ora Ricezione :29 Luglio 2026 19:01:37 Data/Ora Inizio Diffusione :29 Luglio 2026 19:01:37
Oggetto :FINCANTIERI APPROVAL OF THE PROJECT
CONCERNING THE MERGER BY
INCORPORATION OF BACINI DI PALERMO S.
P.A. INTO FINCANTIERI S.P.A.
Testo del comunicato
Vedi allegato
Trieste
,
July
29 ,
202 6
1
APPROVAL
OF THE
PROJECT
CONCERNING
THE
MERGER
BY
INCORPORATION
OF
BACINI
DI
PALERMO
S.P.A.
INTO
FINCANTIERI
S.P.A.
FINCANTIERI
S.p.A.
("Fincantieri"
or the
"
Surviving
Company")
announces
that
its
Board
of
Directors,
at
today's
meeting,
approved
the
project
concerning
the
merger
by
incorporation
(the
"Merger")
of
Bacini
di
Palermo
S.p.A.
(the
"
Merged
Company")
into
Fincantieri.
The
Merged
Company
is
fully
owned
by
Fincantieri
and
operates
in the
shipbuilding
industry,
particularly
in the
management
and
operation
of dry
docks
for the
performance
of
shipbuilding
works,
including,
by way
of
example,
the
construction,
repair
and
conversion
of
ships
and
other
maritime
structures,
and has
no employees.
The
Merger,
the
plan
of
which
was
jointly
prepared
by
Fincantieri
and the
Merged
Company,
has
also
been
approved
by the
Board
of
Directors
of the
Merged
Company.
The
transaction
forms
part
of the
broader
process
aimed
at
simplifying
the
Fincantieri
Group's
organisational
structure,
with
a
view
to
streamlining
and
enhancing
the
efficiency
of the
governance
chain,
operational
management
and
decision
-
making
processes,
ensuring
greater
integration
of
operational
activities
and
administrative
processes,
as
well
as
reducing
costs.
The
date
on
which
the
Merger
becomes
effective
towards
third
parties
for
civil
law
purposes
shall
be
specified
in the
deed
of
merger
and may
be
later
than
the
date
of the
last
of the
registrations
required
under
Article
2504,
paragraph
2, of
the
Italian
Ci vil
Code.
For
accounting
purposes
,
pursuant
to
Article
2501
-
ter,
no.
6, of
the
Italian
Civil
Code,
the
transactions
of the
two
companies
will
be
attributed
to the
financial
statements
of the
Surviving
Company
with
effect
from
1
January
2026.
As
from
the
same
date,
the tax
effects
of the
Merger
shall
take
effect
pursuant
to
Article
172,
paragraph
9, of
Presidential
Decree
No.
917 of
22
December
1986.
As the
transaction
concerns
the
merger
by
incorporation
of a
company
fully
owned
by
Fincantieri
(and
subject
to
Fincantieri's
management
and
coordination
activities),
pursuant
to
Article
2505,
paragraph
1, of
the
Italian
Civil
Code,
the
Merger
will
be
carried
out
under
the
simplified
merger
procedure
and
will
therefore
benefit
from
certain
procedural
simplifications,
including
the
absence
of an
y
share
exchange
ratio
and the
exemption
from
the
preparation
and
filing
of
both
the
directors'
report
and the
experts'
report.
Furthermore,
no
amendments
to
Fincantieri's
Articles
of
Association
will
be required.
Lastly,
as
permitted
by
Article
2505,
paragraph
2, of
the
Italian
Civil
Code,
Article
25.3
of the
Articles
of
Association
of the
Surviving
Company
and
Article
27.4
of the
Articles
of
Association
of the
Merged
Company,
the
resolution
approving
the
Merger
will
be
adopted
by the
administrative
body
of
each
of the
companies
participating
in the
Merger
.
Documentation
relating
to the
Merger
will
be
made
available
to the
public
within
the
terms
and in
the
manner
prescribed
by
applicable
laws
and regulations.
Trieste
,
July
29 ,
202 6
2
The
Merger
is
exempt
from
the
application
of
Fincantieri's
Regulation
governing
Related
Party
Transactions,
as it
is
carried
out
with
a
subsidiary
and no
significant
interests
of
other
related
parties
of
Fincantieri
are involved.
Furthermore,
the
transaction
is
exempt
from
the
obligati
on to
publish
the
information
document
referred
to in
Article
70 of
Consob
Regulation
No.
11971
of 14
May
1999
(the
Issuers'
Regulation),
as the
relevant
legal
requirements
are not
met.
*
*
*
Fincantieri
is one
of the
world's
largest
shipbuilding
groups,
the
only
player
active
in all
high
complexity
marine
industry
sectors.
The
Group
is a
leader
in the
construction
of
cruise
ships,
naval
and
offshore
vessels,
and
stands
out for
its
extensive
ex
perience
in the
development
of
underwater
solutions,
thanks
to its
integrated
industrial
structure
capable
of
managing
and
coordinating
all
activities
related
to the
commercial,
defense,
and
dual
-
use sectors.
It
holds
a
strong
presence
in key
markets
also
thanks
to the
internalization
of
high
value
-
added,
distinctive
technologies;
it is
also
a
leader
in
sustainable
innovation
and in
the
digital
transformation
of the
shipbuilding
sector.
The
company
is
active
in the
field
of
mechatronics,
electronics,
and d
igital
naval
systems,
as
well
as in
cybersecurity,
artificial
intelligence,
and
marine
interiors
solutions.
It
also
offers
a
wide
range
of
after
-
sales
services,
including
logistic
support
and
fleet
assistance.
With
over
230
years
of
history
and
more
than
7
,000
ships
built,
Fincantieri
is a
global
player
with
a
production
network
of 18
shipyards
worldwide
and
over
24,000
employees;
It
maintains
its
know
-
how,
expertise
and
management
centers
in
Italy,
where
it
directly
employs
approximately
13,000
workers
and
creates
around
90,000
indirect
jobs.
www.fincantieri.com
FINCANTIERI
Press
Office
Investor
Relations
Tel.
+39 040
3192
111 Tel.
+39 040
3192111
press.office@fincantieri.it
investor.relations@fincantieri.it
Fine Comunicato n.1616-94-2026 Numero di Pagine: 4