UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB
TENDER OFFER/RIGHTS
OFFERING
NOTIFICATION FORM
(AMENDMENT NO. 21)
Please place an X in the
box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
| Securities Act Rule 801 (Rights Offering) |
o |
| Securities Act Rule 802 (Exchange Offer) |
x |
| Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) |
o |
| Exchange Act Rule 14d-1(c) (Third Party Tender Offer) |
o |
| Exchange Act Rule 14e-2(d) (Subject Company Response) |
o |
| Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) |
o |
Note: Regulation S-T Rule
101(b)(8) only permits the filing or submission of a Form CB in paper by a party that is not subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act.
|
Telecom Italia Media S.p.A. |
| (Name of Subject Company) |
| |
|
Not Applicable |
| (Translation of Subject Company’s Name into English (if applicable)) |
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Italy |
| (Jurisdiction of Subject Company’s Incorporation or Organization) |
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Telecom Italia S.p.A. |
| (Name of Person(s) Furnishing Form) |
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|
Ordinary Shares and Savings Shares |
| (Title of Class of Subject Securities) |
| |
| Not Applicable |
| (CUSIP Number of Class of Securities (if applicable)) |
|
Rocco Ramondino
Telecom Italia Media S.p.A.
Via della Pineta Sacchetti 229
00168 Rome
Italy
Telephone: +39 06 36881
with copies to:
Umberto Pandolfi
Telecom Italia S.p.A.
Via Gaetano Negri 1
20123 Milan
Italy
Telephone: +39 06 36882892
and:
Jeffrey M. Oakes
Davis Polk & Wardwell London LLP
5 Aldermanbury Square
London EC2V 7HR
United Kingdom
Telephone: +44 20 7418 1300
|
| (Name, Address (including zip code) and Telephone Number (including area code) of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company) |
| |
|
Not Applicable |
| (Date Tender Offer/Rights Offering Commenced) |
PART I - INFORMATION
SENT TO SECURITY HOLDERS
Item 1. Home
Jurisdiction Documents
| |
(a)(1) |
Observations dated July 2, 2015 of Shareholder Carlo Aime on the Board Note on Item 1 "Settlement pursuant to Art. 146, subsection
1, letter d) of Legislative Decree no. 58/1998" of the Agenda relating to the Special Meeting of Savings Shareholders of Telecom
Italia Media S.p.A. called for July 3, 2015. |
Item 2. Informational
Legends
The merger described
herein relates to the securities of two foreign companies. The merger in which Telecom Italia Media S.p.A. ordinary
shares and savings shares will be converted into Telecom Italia S.p.A. ordinary shares and saving shares, respectively, is subject
to disclosure and procedural requirements of a foreign country that are different from those of the United States. Financial
statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be
comparable to the financial statements of United States companies.
It may be difficult for
you to enforce your rights and any claim you may have arising under the federal securities laws, since Telecom Italia S.p.A. and
Telecom Italia Media S.p.A. are located in Italy, and some or all of their officers and directors may be residents of Italy or
other foreign countries. You may not be able to sue a foreign company or its officers or directors in a foreign court
for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject
themselves to a U.S. court’s judgment.
You should be aware that
Telecom Italia S.p.A. may purchase securities of Telecom Italia Media S.p.A. otherwise than under the merger offer, such as in
open market or privately negotiated purchases.
PART II - INFORMATION
NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
PART III - CONSENT
TO SERVICE OF PROCESS
| |
(1) |
A written irrevocable consent on Form F-X has been filed by Telecom Italia S.p.A. with the Commission on February 20, 2015. |
Exhibit Index
| Exhibit Number |
Description |
| 1.0* |
English joint press release of Telecom Italia S.p.A. and Telecom Italia Media S.p.A. dated February 19, 2015 relating to the proposed merger. |
| 1.1* |
Notice of convening of Ordinary and Extraordinary Meeting (in a single call) of Telecom Italia Media’s Ordinary Shareholders to, among other matters, approve plan for the merger of Telecom Italia Media S.p.A. with and into Telecom Italia S.p.A. dated February 19, 2015. |
| 1.2** |
Information Document (and related annexes) deposited on February 26, 2015 with the authorized central storage mechanism “1INFO” (www.1info.it) pursuant to article 5 of CONSOB Regulation No. 17221 of March 12, 2010, as amended, relating to the merger of Telecom Italia Media S.p.A. with and into Telecom Italia S.p.A. |
| Annexes to Exhibit 1.2** |
1. |
Opinion of the Board Committee of Telecom Italia Media S.p.A. dated February 19, 2015 relating to the proposed merger. |
| |
2. |
Fairness opinion of Equita SIM S.p.A. dated February 19, 2015 relating to the proposed merger. |
| |
3. |
Fairness opinion of Prof. Stefano Caselli dated February 19, 2015 relating to the proposed merger. |
| 1.3*** |
English joint press release of Telecom Italia S.p.A. and Telecom Italia Media S.p.A.
dated March 19, 2015 relating to the approval of the merger plan and the definitive exchange ratio. |
| 1.4**** |
Supplement (and related annexes), dated March 26, 2015, to the Information
Document (and related annexes) deposited on February 26, 2015 with the authorized central storage mechanism “1INFO”
(www.1info.it) pursuant to article 5 of CONSOB Regulation No. 17221 of March 12, 2010, as amended, relating
to the merger of Telecom Italia Media S.p.A. with and into Telecom Italia S.p.A. |
|
Annexes to Exhibit 1.4**** |
1. |
Bring-Down Fairness Opinion of Equita SIM S.p.A. dated March 19, 2015 |
| |
2. |
Bring-Down Fairness Opinion of Prof. Stefano Caselli dated March 19, 2015 |
| |
3. |
Opinion of the Board Committee of Telecom Italia Media S.p.A. dated March 19, 2015 |
| 1.5***** |
Report of the Common Representative of savings shareholders of Telecom Italia Media S.p.A (and related annexes) dated March 24, 2015 |
|
Annexes to Exhibit 1.5***** |
1. |
English joint press release of Telecom Italia S.p.A. and Telecom Italia Media S.p.A. dated February 19, 2015 relating to the proposed merger. |
| |
2. |
English joint press release of Telecom Italia S.p.A. and Telecom Italia Media S.p.A. dated March 19, 2015 relating to the approval of the merger plan and the definitive exchange ratio. |
| 1.6***** |
Notice of special meeting of savings shareholders of Telecom Italia Media S.p.A |
| 1.7****** |
Notice of convening of Ordinary and Extraordinary Meeting (in a single call) on May 20, 2015 of Telecom Italia S.p.A.’s Ordinary Shareholders to, among other matters, approve resolutions related to the merger by incorporation of Telecom Italia Media S.p.A. into Telecom Italia S.p.A. |
| 1.8******* |
Plan for the merger of Telecom Italia Media S.p.A. into Telecom Italia S.p.A. pursuant to article 2501-ter of the Italian Civil Code dated March 19, 2015 (published on March 31, 2015). |
| 1.9******* |
Explanatory report by the Board of Directors of Telecom Italia S.p.A. on the plan for the merger of Telecom Italia Media S.p.A. into Telecom Italia S.p.A. dated March 31, 2015. |
| 2.0******* |
Explanatory report by the Board of Directors of Telecom Italia Media S.p.A. on the plan for the merger of Telecom Italia Media S.p.A. into Telecom Italia S.p.A. dated March 31, 2015. |
| 2.1******* |
Financial statements relating to each of Telecom Italia S.p.A. and Telecom Italia Media S.p.A. as of and for the year ended December 31, 2014 underlying the merger of Telecom Italia Media S.p.A. into Telecom Italia S.p.A. (Company Merger Statement of Assets and Liabilities). |
| 2.2******* |
Auditors’ report by Reconta Ernst & Young S.p.A. relating to the exchange ratio pursuant to article 2501-sexies of the Italian Civil Code dated March 30, 2015 (published on March 31, 2015). |
| 2.3******** |
Supplementary Agenda relating to special meeting of savings shareholders of Telecom Italia Media S.p.A. called for April 27, 2015 dated April 12, 2015. |
| 2.4********* |
Explanatory reports each dated March 29, 2015 of shareholder Sandro Sinigaglia on item 3 and 4 of the agenda relating to special meeting of savings shareholders of Telecom Italia Media S.p.A. called for April 27, 2015, as supplemented on April 12, 2015 (published on April 15, 2015). |
| 2.5********** |
Independent opinion of notaries public Piergaetano Marchetti and Carlo Marchetti dated March 24, 2015 relating to requirement of special meeting of savings’ shareholders of Telecom Italia Media S.p.A. (published on April 17, 2015). |
| 2.6*********** |
Proposed resolutions and explanatory reports of shareholder Stefano Bandieramonte on items 2, 4 and 7 of the agenda relating to special meeting of savings shareholders of Telecom Italia Media S.p.A. called for April 27, 2015. |
| 2.7************ |
English press release of Telecom Italia Media S.p.A. dated April 27, 2015 relating to the resolutions of the special meeting of savings shareholders held on April 27, 2015. |
| 2.8************* |
English press release of Telecom Italia Media S.p.A. dated April 30, 2015 relating to the resolutions of the Ordinary and Extraordinary Meeting (in a single call) of Telecom Italia Media S.p.A.’s ordinary shareholders held on April 30, 2015. |
| |
|
| 2.9************** |
English press release of Telecom Italia S.p.A. dated May 20, 2015 relating to the resolutions of the Ordinary and Extraordinary Meeting (in a single call) of Telecom Italia S.p.A.’s ordinary shareholders held on May 20, 2015. |
| |
|
| 3.0*************** |
Notice to Telecom Italia Media S.p.A. shareholders relating to the terms and conditions for exercising their right of withdrawal following registration of the resolutions for the merger by incorporation of Telecom Italia Media S.p.A. into Telecom Italia S.p.A. dated May 28, 2015. |
| |
|
| 3.1**************** |
Notice of Convening of Special Meeting of Savings Shareholders to be held on July 3, 2015 of Telecom Italia Media S.p.A. dated June 3, 2015. |
| |
|
| 3.2***************** |
Report of the Common Representative of savings shareholders of Telecom Italia Media S.p.A. (and related annex) dated June 1, 2015 (published on June 5, 2015). |
| |
|
| 3.3***************** |
Explanatory Report of Telecom Italia Media S.p.A. Shareholder Paolo Iemmi dated May 20, 2015 (published on June 5, 2015). |
| |
|
| 3.4****************** |
Notice of Convening of Special Meeting of Savings Shareholders of Telecom Italia Media S.p.A. called for July 3, 2015 including agenda relating thereto, as supplemented on June 17, 2015. |
| |
|
| 3.5****************** |
Explanatory Report dated June 17, 2015 of Shareholder Carlo Aime on items 1 and 4 of the agenda relating to the Special Meeting of Savings Shareholders of Telecom Italia Media S.p.A. called for July 3, 2015, as supplemented on June 17, 2015. |
| |
|
|
3.6******************* |
English press release of Telecom Italia Media S.p.A. dated June 25, 2015 relating
to the Issues Considered by the Board of Directors in Relation to the Proposals on the Agenda of the Special Meeting of the Savings
Shareholders Called for July 3, 2015. |
| |
|
| 3.7******************** |
Considerations of the Board of Directors of Telecom Italia Media S.p.A. dated June 26, 2015 on the
agenda for the special meeting of the savings shareholders called for July 3, 2015. |
| |
|
| 3.8********************* |
Supplementary Report of the Common Representative of the Savings Shareholders of Telecom Italia Media S.p.A. dated June 26, 2015 (published on June 30, 2015). |
| |
|
| 3.9 |
Observations dated July 2, 2015 of Shareholder Carlo Aime on the Board Note on Item 1 “Settlement
pursuant to Art. 146, subsection 1, letter d) of Legislative Decree no. 58/1998” of the Agenda relating
to the Special Meeting of Savings Shareholders of Telecom Italia Media S.p.A. called for July 3, 2015.
|
___________________
* Previously furnished to
the Commission as an exhibit to Form CB dated February 20, 2015.
** Previously furnished to the Commission as an exhibit to Form
CB dated February 26, 2015.
*** Previously furnished to the Commission as an exhibit to Form CB dated March
19, 2015.
**** Previously furnished to the Commission as an exhibit to Form CB dated March
27, 2015.
***** Previously furnished to the Commission as an exhibit to Form CB dated March
30, 2015.
****** Previously furnished
to the Commission as an exhibit to Form CB dated March 31, 2015.
******* Previously furnished to the Commission as an exhibit to Form CB dated April
1, 2015.
******** Previously
furnished to the Commission as an exhibit to Form CB dated April 13, 2015.
********* Previously
furnished to the Commission as an exhibit to Form CB dated April 15, 2015.
********** Previously
furnished to the Commission as an exhibit to Form CB dated April 20, 2015.
*********** Previously
furnished to the Commission as an exhibit to Form CB dated April 27, 2015.
************ Previously
furnished to the Commission as an exhibit to Form CB dated April 28, 2015.
************* Previously furnished to the Commission as
an exhibit to Form CB dated May 1, 2015.
************** Previously furnished to the Commission as
an exhibit to Form CB dated May 21, 2015.
*************** Previously furnished to the Commission as an exhibit to Form CB dated May 28, 2015.
**************** Previously furnished to the Commission
as an exhibit to Form CB dated June 4, 2015.
***************** Previously furnished to the Commission as
an exhibit to Form CB dated June 5, 2015.
****************** Previously furnished to the Commission as an exhibit to Form CB dated June 18, 2015.
******************* Previously furnished to the Commission
as an exhibit to Form CB dated June 26, 2015.
******************** Previously furnished to the Commission
as an exhibit to Form CB dated June 29, 2015.
********************* Previously furnished to the Commission as an exhibit to Form CB dated July 1, 2015.
PART IV - SIGNATURES
After due inquiry and to
the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
/s/ Umberto Pandolfi |
| (Signature) |
| |
|
Umberto Pandolfi – Company Manager |
| (Name and Title) |
| |
|
July 2, 2015 |
| (Date) |
Exhibit 3.9
TELECOM ITALIA MEDIA S.P.A.
MEETING OF THE SAVINGS SHAREHOLDERS
OF JULY 3 2015
OBSERVATIONS OF SHAREHOLDER CARLO AIME
English
Translation of Italian Original
NOTICE TO U.S. INVESTORS
The merger described herein relates to the securities of
two foreign companies. The merger in which Telecom Italia Media S.p.A. ordinary shares and savings shares will be converted into
Telecom Italia S.p.A. ordinary shares and saving shares, respectively, is subject to disclosure and procedural requirements of
a foreign country that are different from those of the United States. Financial statements included in the document, if any, have
been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United
States companies.
It may be difficult for you to enforce your rights and any
claim you may have arising under the federal securities laws, since Telecom Italia S.p.A. and Telecom Italia Media S.p.A. are located
in Italy, and some or all of their officers and directors may be residents of Italy or other foreign countries. You may not be
able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may
be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.
You should be aware that Telecom Italia S.p.A. may purchase
securities of Telecom Italia Media S.p.A. otherwise than under the merger offer, such as in open market or privately negotiated
purchases
Re: Observations on the
Board note on item 1 "Settlement pursuant to Art. 146, subsection 1, letter d) of Legislative Decree no. 58/1998"
***********
In relation to the aforementioned proposal,
the BoD of TI Media, which I thank, has issued its considerations on the point, although, however,it reconstructs the underlying
reasons for the settlement proposal made in an objectively inexact way, causing possible misinterpretation of its motivations,
which can generate confusion for the shareholders called on to decide.
I therefore consider it appropriate that
maximum clarity be provided regarding this agenda item.
The proposal
is the most beneficial for everyone, Shareholders and Company alike :the proposal does not consider the pros and
cons of the reasoning of the parties but confines itself to assessing the cost-benefit ratios as is typical for any
form of transaction. The cost of a probable dispute, hypothesised by both parties (the CRS outlines a dispute, and equally the
Bod outlines a challenge of the resolution of the shareholders' meeting on the common fund) considering that the costs would in
fact be entirely sustained by TIMedia, are assuredly lower than the proposed settlement, which explicitly admits the possibility
that TI Media might advance its own, possibly very different, proposal.
No legal risk
on the merger process, savings on common fund : acceptance of the settlement, if it occurs, would include renouncing
any legal proceedings, hence excluding the risk of legal action, including precautionary action, which would delay the merger process,
with evident savings on the use of the common fund.
Suitable satisfaction
of the specific claims of the savings shareholders: unlike the ordinary shareholders, the savings shareholders have
always declared themselves against the merger process, which has also caused the following detriment, to them alone:
-a withdrawal price lower than the share
price on the day before the announcement to the markets of the start of the merger process (0.626 on 18/02/15 compared to a withdrawal
price of 0.6032).
Bearing in mind that the savings shares
would be delisted at a price on average 13% higher than the stock market price the day before the offer, however with peaks of
over 37% as in the case of the conversion of Fiat Industrial to ordinary shares in 2011;
-blocking of the capital for approximately
8 months, insofar as the shares have, as a consequence of the merger, been aligned at a value that is notably less than their withdrawal
value. This creates an economic advantage for TI Media and, for the shareholders, the loss of a chance of alternative investments
on a transaction which, I would repeat, is not wanted by the savings shareholders but is wanted by the ordinary shareholders;
There is also an evident "moral"
duty of care for the interests of the savings shareholders who, after having renounced all their administrative rights, due to
the specific nature of the financial instrument, have received no dividends in the last 10 years, due to a management regime that
lost approximately 500 million euros in recent years. Careful reading of the net result, gross operating margin, and net financial
position of the Company in these years should lead the BoD to adopt a more conciliatory position towards its own savings shareholders.
An evident
saving of costs, time and resources : I therefore insist, amicably, that the Company still advance a settlement proposal,
including one with different amounts and different arrangements. This would in fact avoid a further special shareholders' meeting
(I repeat, the CRS has threatened a dispute, and, equally the BoD has threatened to challenge the shareholders' resolution on the
common fund, and all of this necessarily means a new shareholders' meeting) and would contribute to build a more serene relationship
with the Board's own shareholders.
As stated in the considerations of the
BoD "the Board of Directors deems it useful to emphasise that it does not consider that any proposed settlement in the
terms outlined above could be pursued.
At this point, why does the BoD not propose
a hypothesis offering a settlement with different arrangements, with the terms defined directly by TIMedia, for example, a sum
that takes into account, as the offer element, an amount based on the savings deriving from the organisational, advertising, HR
and consultancy costs of a special shareholders' meeting, given that with a proposal for 3 July (and related resolution), the subsequent
costs would be saved and/or there would be savings derived from the non-use or non-increase of the common fund - costs on which
the BoD itself has expressed its reservations regarding the real likelihood of their recovery?
The savings in costs and resources alone
would justify a settlement proposal!
Given the narrow time frame, a proposal
may still be advanced by the Company, subject to the approval of the special shareholders' meeting, now, and subsequently to the
approval of the BoD on 30 July.
So there are advantages for the parties,
no legal risk, attention to the shareholders' point of view and, above all, a saving of the company's resources in terms of time,
people and finances, and no interference with the equality of treatment of the shareholders because the basis on which the settlement
is proposed is different.
A copy of this document is also being sent
to the Board of Statutory Auditors in order that it may assess its economic and accounting aspects as it considers appropriate.
Sincerely
Carlo Aime