Seri Industrial shareholders approve merger that will end its listing at 1.9167 shares per share
Key Facts
Seri Industrial shareholders approved, at an extraordinary meeting on November 12, its merger by absorption into parent company SE.R.I., a move aimed at delisting Seri Industrial shares from Euronext Milan, according to Borsa Italiana, citing Teleborsa. SE.R.I.'s extraordinary shareholders' meeting also approved the merger plan, according to a company statement. The transaction combines shareholder approval of an ownership reorganization with the end of trading in Seri Industrial shares on the market. The company said the plan is intended to simplify and streamline the group structure. The merger is expected to be completed by the end of the first half of 2027, but the plan will not be fully approved until SE.R.I.'s extraordinary shareholders' meeting approves it.
Under the exchange terms, Seri Industrial shareholders will receive 1.9167 new SE.R.I. shares for each Seri Industrial share they own, with no cash settlement, according to Teleborsa. SE.R.I. will issue about 45.1 million new shares to carry out the exchange. The maximum capital increase is 108.3 million euros, including the share premium. This transfers shareholders' interest in the listed company into shares of the parent company at a specified ratio, while the transaction is carried out through a share issue rather than additional cash payments. These terms set out the consideration shareholders will receive when the merger is completed.
Shareholders who did not vote in favor of the merger are entitled to exercise their withdrawal right at 2.556 euros per share, according to Teleborsa. The period for exercising the right begins after the shareholders' meeting resolution is entered in the companies register and ends 15 days after the date of registration. The deadline therefore depends on completion of the registration, not solely on the date of the shareholders' meeting. This option gives dissenting shareholders a way to exit at the specified price instead of receiving shares in the parent company under the exchange. Exercising the right remains subject to acting within the period set out in the merger resolution.
The company said its status as a listed company was no longer fully suited to its industrial objectives, citing the stock's limited liquidity and the marginal use of capital markets. It also attributed its assessment to what it described as limited market recognition of previous extraordinary transactions. In its statement, the group presented the merger as a way to "simplify and streamline the group structure." Seri Industrial operates in batteries, plastic recycling and buses under the Menarini brand, according to its profile in Teleborsa's coverage. This industrial activity provides the backdrop to the company's decision to review whether keeping its shares traded on the market remains appropriate.
Seri Industrial said existing internal control, governance and compliance arrangements will remain largely unchanged after the delisting, according to Teleborsa. In the November 13 session, the company's shares closed at 1.94 euros on the Milan stock exchange, down 0.82% on the day, according to Borsa Italiana data. EL7 data recorded ERNXY's closing price at 37.47 dollars in the same session. These prices reflect the trading session after the November 12 meeting, while the next step in the deal process remains approval of the plan by SE.R.I.'s extraordinary shareholders' meeting, the approval required for it to be fully adopted. Following that approval, the company expects to complete the merger in the first half of 2027.