Exhibit 9
XXXXXXX AND SHAREHOLDERS REPRESENTING THE MAJORITY SHAREHOLDING OF
BELL VERSIONE ITALIANA
Milan, September 19th, 2001 - In the intent of reaching a quick and satisfactory
execution of the agreement ("Agreement") made on July 30th, 2001, between
Pirelli, Edizione Holding and Bell (having as an object the promise of sale of
N. 1,552,662,120 ordinary Olivetti shares and of N. 68,409,125 Olivetti warrants
by Xxxx to Olimpia, a company as of today owned to an extent of 80% by Pirelli
SpA and to an extent of 20% by Edizione Finance International and of which, as
is known, Banca Intesa and Unicredito will become shareholders by buying 10%
each from Pirelli) on September 19th, 2001 Olimpia and the Shareholders
representing the majority of Xxxx'x share capital reached the following
agreements:
A on September 27th, 2001, Xxxxxxx will buy from Bell N. 552,000,000 of
Olivetti shares, as a part of those object of the Agreement, paying at the
same time the agreed unit share price of (euro)4.175, for a total of
approximately (euro)2,304 million plus interest as detailed in the
Agreement;
B by October 12th, 2001, Xxxxxxx will proceed to buy the remaining N.
1,000,662,120 Olivetti shares and the N. 68,409,125 Olivetti warrants,
obviously subject to the attainment of the EU Commission's antitrust
authorisations, at the agreed unit price of (euro)4.175 and (euro)1.088
respectively, for a total of approximately (euro)4,252 million plus
interest as detailed in the Agreement;
C the majority Shareholders of Bell: Hopa SpA, G.P.P. International SA,
Interbanca SpA, Banca Antoniana Popolare Veneta Scarl, G.P. Finanziaria
SpA, Monte dei Paschi di Siena SpA and Unipol SpA have undertaken,
guaranteeing fulfilment of such undertaking, to ensure that Bell subscribes
and pays, at the time of execution of the sale of the tranche of Olivetti
shares by Xxxx to Olimpia under B) above, a bond issued by Olimpia itself
for an amount equivalent to the Euro value of Lit. 2,000 bn, the essential
terms and conditions of which are as follows:
- duration 6 years;
- fixed rate of 1,5% yearly, payable in a single solution at maturity;
- reimbursement in the form of approximately N. 263 mln Olivetti shares
with a ratio of 1 Olivetti share for every bond with a par value
of(euro)3,92 each.
The Agreement of July 30th, 2001, with the exception of the above, remains valid
in all its points.
Furthermore, in order to favour the best outcome of the operation in this
difficult moment for the financial markets, the Group Monte dei Paschi has
undertaken to use its best endeavours to supply to Olimpia, at the time of the
payment of the tranche of the acquisition price of the Olivetti shares referred
to under B), a "non recourse" financing for a capital value of an amount
equivalent to the Euro value of Lit. 1'000/1'500 bn, for a time span of six
years, at the rate of Euribor +0,50.
The Group Banca Antonveneta, on the other hand, has undertaken to supply to
Olimpia, always at the time of the payment of the tranche of the acquisition
price of the Olivetti shares referred to under B), a "non recourse" financing
for a capital value of an amount equivalent to the Euro value of Lit. 500 bn,
for a time span of six years, at the rate of Euribor +0,50.
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