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EXTRAORDINARY SESSION CONSOLIDATED FINANCIAL STATEMENT SUSTAINABILITY REPORT DIRECTORS' REPORT PRELIMINARY INFORMATION<br />

The competence and expertise of the three Italian companies is<br />

recognized at an international level. By combining their experience,<br />

they aim to create important synergies and to develop applications,<br />

especially in the field of car safety systems. Another<br />

aim of the project is to reduce environmental impact, and develop<br />

applications that are in line with international regulations and<br />

which reflect the new CO 2<br />

limits established by the EU, scheduled<br />

to come into force in 2012.<br />

On February 11, 2009, the <strong>Pirelli</strong> Group presented the guidelines<br />

of its 2009-2011 Industrial Plan.<br />

On March 5, 2009, the <strong>Pirelli</strong> Real Estate board of directors confirmed<br />

the resolutions passed in February authorizing a share<br />

capital increase against payment, divisible, to be offered as option<br />

rights to the shareholders for a maximum amount of euro 400 million.<br />

The transaction is aimed at strengthening the company’s equity<br />

structure and supporting its new business model. The share<br />

capital increase is expected to be completed by the end of the<br />

first half of the current year, assuming that it will be approved<br />

by the special session of the shareholders’ meeting called at the<br />

same time as the ordinary session of the shareholders’ meeting<br />

that, among other things, will resolve on the approval of the financial<br />

statements for the year ended December 31, 2008, and that the<br />

necessary authorizations will also be obtained from the relevant<br />

authorities.<br />

<strong>Pirelli</strong> & C. S.p.A. has given its full support to the capital increase<br />

and has made a commitment to subscribe to its share equal to Euros<br />

226 million. The company has also stated that it will subscribe<br />

to any unsubscribed shares that remain at the end of the offer period<br />

for a total amount of Euros 174 million. <strong>Pirelli</strong> & C. S.p.A. will<br />

fulfill its obligation by converting to equity a part of the financial<br />

receivable due from <strong>Pirelli</strong> RE, amounting to Euros 491 million at<br />

December 31, 2008.<br />

On March 24, 2009, <strong>Pirelli</strong> and Alcatel-Lucent reached an agreement<br />

for the sale to Alcatel-Lucent by <strong>Pirelli</strong> of its investment<br />

in Alcatel-Lucent Submarine Networks, a telecommunications<br />

submarine systems company. The deal took place after <strong>Pirelli</strong> exercised<br />

the put option contracted between the two companies in<br />

2004 when the agreement had been sealed with Alcatel for the acquisition<br />

of some of <strong>Pirelli</strong>’s activities in submarine systems. The<br />

sale, for a total amount of Euros 56 million, will be paid in three<br />

tranches by the end of 2009. <strong>Pirelli</strong>’s divestiture is consistent with<br />

its strategy of focusing on the core business as announced by the<br />

Group upon presentation of the Industrial Plan 2009-2011.<br />

40 PIRELLI & C. S.p.A. MILAN

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