Telecom Italia and Seat Pagine Gialle (Seat Yellow Pages), in the persons of the respective chief executive officers, have initiated a study to integrate the activities of Tin.it in Seat in the common conviction that an extraordinary opportunity exists to create an Italian leader in the e-economy, which will be capable of favourably measuring itself against the best international operators and thereby create greater value for the shareholders of Telecom Italia and Seat Pagine Gialle.
The Chief Executive Officer of Telecom Italia and the shareholders of the controlling company of Seat Pagine Gialle have, in addition, reached a preliminary agreement that would entail an increase in Telecom Italia´s participation in Seat Pagine Gialle up to 29.9%, at a price equal to 4.5 Euro per share. The terms, details and structure of the integration of Tin.it in Seat are being studied by the structures involved, so that proposals may be submitted as soon as possible to the respective boards of directors of the companies.
The plan as it currently stands foresees Telecom Italia offering to the ordinary shareholders of Seat Pagine Gialle, that do not intend to participate in the project, the opportunity to adhere to a public tender offer at a price equal to 4.2 Euro per share. Under study is the possibility of including in the public tender offer the saving shares of Seat Pagine Gialle at a price that reflects a discount of 30% with respect to the price offered for ordinary shares. The option of converting saving shares into ordinary shares will in any event be granted at the same discount.
The integration project substitutes and improves upon the project to list the shares of Tin.it. However, also within the framework of the new project, Telecom Italia will ensure a privileged treatment for all its shareholders consistent with that which was announced during the last Shareholders´ Meeting. The Chief Executive Officer of Seat Pagine Gialle has given his assurance that the operation will not have any impact upon the tender offer being made for Buffetti.
Rome-Turin, 10 February 2000