NEWS

SEC S.P.A AND PORTA COMMUNICATIONS PLC START DISCUSSIONS FOR A POSSIBLE ALL-SHARE MERGER

If the merger will occur a multinational Group in the global communication scenario will operate with scale and synergies

The Boards of Porta Communications Plc and SEC S.p.A – both listed at London Stock Exchange’s AIM Segment – announced on April 10 that they have entered into discussions concerning a potential all-share merger of the two companies. At this early stage it cannot be predicted if a binding offer will be presented and if this offer will be accepted by Porta’s shareholders.

The Potential Merger would create a strategic communications company of scale with offices in key markets across the UK, Europe, the Middle East, APAC and South America. The benefits could include:

  • Complementary geographic networks with very limited crossover
  • The scale and capacity to extend the international network to strategic markets such as the US and additional markets in Asia
  • The roll-out of proprietary new market research and communications product offerings across the enlarged group’s footprint
  • Synergies and reduced head office costs relating to a combined listed entity
  • A strengthened Balance Sheet for the combined group
  • An expanded shareholder base.

Fiorenzo Tagliabue, Chief Executive Officer of SEC, and Porta’s Deputy Chairman, said “the merger of Porta and SEC would allow both entities to compete for business in international markets supported by a joint focus on the roll-out of proprietary new market research and communication products”.

The merging will eventually occur through a swap of shares plus a 1 million worth loan from SEC to Porta that – in accepted – will be converted into ordinary shares of Porta. The conversion of the SEC Loan is capped such that the issue of new Porta ordinary shares to SEC, together with SEC’s current interests in Porta of 16.9 per cent. of the current issued share capital, will not exceed 29.99 per cent. of the enlarged share capital of Porta. If there has been no Conversion, the Company shall pay any outstanding debt under the SEC Loan to SEC on 30 June 2020.

SEC is required, by not later than 5.00 p.m. (London time) on 7 May 2019, being 28 days after today’s date, to either announce a firm intention to make an offer to merge in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer.

 

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