Exor Press Release – ABO Launch

Written by Customer Service on February 26, 2025. Posted in Mergers And Acquisitions.

Amsterdam, 26 February 2025

EXOR ANNOUNCES THE LAUNCH OF AN ACCELERATED BOOKBUILD OFFERING FOR APPROXIMATELY 4% OF FERRARI’S OUTSTANDING SHARES

Exor remains fully committed to supporting Ferrari’s strategy as well as remaining its largest shareholder for the long-term
No changes in Ferrari’s governance structure following the transaction
The transaction will reduce concentration within Exor’s portfolio. Sale proceeds of approximately €3 billion are intended to be used to pursue diversification through a sizeable new acquisition and to launch a new share buyback program for €1 billion

Exor N.V. (“Exor”) announces that it intends to sell approximately 7 million of the common shares it holds in Ferrari N.V. (“Ferrari”) (representing approximately 4% of the outstanding common shares of Ferrari) by way of an accelerated bookbuild offering to institutional investors (the “Offering”).

This transaction will reduce concentration within Exor’s portfolio and allow for a sizeable new acquisition, when such an opportunity present itself, as Exor continues to pursue its purpose of building great companies.

In addition, Exor intends to use a portion of the proceeds from this transaction to launch a new share buyback program for €1 billion.

Exor remains fully committed as a long-term shareholder of Ferrari. Exor currently holds 24.9% of Ferrari’s economic rights and 36.7% of the voting rights in the share capital of Ferrari¹. Post completion of the announced transaction, Exor will remain Ferrari’s single largest shareholder with approximately 20% of the economic rights and 30% of the voting rights in Ferrari’s share capital. Moreover, in the context of the transaction, Exor has agreed to enter into a 360-day lock-up commitment, with respect to its remaining common shares of Ferrari.

All the governance arrangements with respect to the shareholding in Ferrari will remain unchanged following the transaction, including the shareholders’ agreement between Exor and Piero Ferrari and Trust Piero Ferrari, who together will continue to have a voting interest in Ferrari close to 50%.

John Elkann, Chief Executive Officer of Exor, said: “Over the last decade, Ferrari’s performance has been a major driver behind Exor’s tripling its NAV, and its success has taken its share in our portfolio from approximately 15% to approximately 50% of NAV. The transaction will allow us to reduce our concentration and improve diversification by making a sizeable new acquisition, consistent with our purpose of building great companies. Our support to Ferrari and our trust in its solid future is unwavering. Our commitment to remain its largest shareholder for the long term is stronger than ever.”

The bookbuilding period will commence immediately following this announcement and may close at any time on short notice. The completion of the bookbuilding process and the results of the Offering will be announced as soon as practicable thereafter.

The Offering is expected to settle on 3 March 2025.

Goldman Sachs Bank Europe and J.P. Morgan are acting as joint global coordinators and joint bookrunners (the “Joint Global Coordinators”) for the Offering.

About Exor

Exor N.V. (AEX: EXO) has been building great companies since its foundation by the Agnelli Family. For more than a century, Exor has made successful investments worldwide, applying a culture that combines entrepreneurial spirit and financial discipline. Its portfolio is principally made up of companies in which Exor is the largest shareholder including Ferrari, Stellantis, Philips and CNH.

For more information, please contact Investor Relations at ir@exor.com or Media at media@exor.com.

This press release contains information that qualifies, or may qualify, as inside information as defined in article 7(1) of Regulation (EU) 596/2014 of 16 April 2014 (the Market Abuse Regulation).

This communication does not constitute or form part of any offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction. This communication does not constitute a prospectus or other offering document. No securities may be offered, sold or delivered in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, and any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from Owl or Bee and that will contain detailed information about Owl and management, as well as financial statements. It is expected that Owl will file with the U.S. Securities and Exchange Commission a registration statement with respect to the proposed Offering.

No public offering is being made in any other jurisdiction where such an offering is restricted or prohibited or where such offer would be unlawful. The distribution of this announcement may be restricted by applicable laws and regulations. Persons who are physically located in those jurisdictions and in which this announcement is circulated, published or distributed must inform themselves about and observe such restrictions.

This communication is addressed in any member state of the European Economic Area only to those persons who are qualified investors in such member state (“Qualified Investors”) within the meaning of Regulation (EU) 2017/1129 and such other persons as this announcement may be addressed on legal grounds, and no person that is not a Qualified Investor may act or rely on this announcement or any of its contents.

This communication is directed only at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to, and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this communication.

¹ With economic rights based on outstanding common shares and voting rights based on outstanding common shares and special voting shares. As a result, these percentages may slightly differ from the percentages of share capital included in the public register of notifications held by the AFM.

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