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Merger with Amga document signed today

Parties sign agreement to Merge Amga - Azienda Multiservizi S.p.A. with and into Hera S.p.A. effective date: 1 July 2014

Hera S.p.A. - following the previous disclosure in relation to this transaction - announces the execution today of the agreement whereby Amga - Azienda Multiservizi S.p.A. will be merged with and into Hera S.p.A. (the "Merger").

The Merger will take effect on 1 July 2014. As of that date all Amga - Azienda Multiservizi S.p.A. transactions will be recorded in Hera S.p.A.'s accounts and the Merger will take effect also for tax purposes.

Hera S.p.A. will pay for the acquisition by issuing 68,196,128 ordinary shares, representing approximately 4.578% of post-merger Hera's share capital, which will rank pari passu with all the ordinary shares outstanding at the date of issue. Therefore, post-merger Hera's share capital will be equal to €1,489,538,745, represented by 1,489,538,745 shares with a nominal value of €1 each.

On the same date, another deed was signed, subject to the effectiveness of the Merger, whereby Hera will transfer (i) the equity investments in Amga Calore & Impianti S.r.l. ("Amga Calore") and in Amga Energia & Servizi S.r.l. ("Amga Energia") to Hera Comm; and (ii) Amga's assets and operations (except the equity investments in Amga Calore, in Amga Energia, in Carniacque S.p.A. and Energo d.o.o. ) and the equity investments in Black Sea Technology Company AD and in Black Sea Company for Compressed Gas EOOD to Acegas-APS S.p.A.

"Today's merger agreement marks the successful completion of a process to integrate Amga within the Hera Group that began in September", said Tomaso Tommasi di Vignano, Hera's Chairman. "During these months we have been able to appreciate even more the soundness of an industrial project that will definitely benefit Udine and, more generally, the Friuli Venezia-Giulia region. Starting 1 July, after the merger takes effect, AcegasAps will change its name toAcegasApsAmga and will represent an industrial group capable of taking full advantage of the technological platforms and know how developed by the Hera Group to provide customers with even higher standards of service efficiency and effectiveness, also in view of the upcoming gas tenders".

Online since 25-06-2014 at 13:26
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