April 3, 2020Management

AGC FILED OFFER DOCUMENT FILED WITH CONSOB

For Voluntary public tender offer launched by AGC Inc. on all the ordinary shares of MolMed S.p.A. pursuant to Article 37-ter, paragraph 3, of the Regulation adopted by Consob with resolution no. 11971 of 14 May 1999, as subsequently amended (“Issuers’ Regulation”)

AGC Inc. (“AGC”) announces that on 2 April 2020 local Milan time it has filed with Consob – pursuant to and for the purposes of Article 102, paragraph 3, of Legislative Decree no. 58 of 24 February 1998, as subsequently amended (the“CLFI”), as well as Article 37-ter of the Issuers’ Regulation – the offer document (the “Offer Document”), intended for publication, related to the voluntary public tender offer (the “Offer”) launched by AGC, through a corporate vehicle wholly owned by AGC (the “Offeror”), pursuant to Articles 102 et seq. of the CLFI, for the purchase of up to no. 463,450,672 ordinary shares (the "Shares") of MolMed S.p.A. (“MolMed” or the “Issuer”), representing all the shares of the Issuer in circulation as at the date of this press release.

The Offeror will pay to the shareholders of MolMed who will tender Shares to the Offer a consideration equal to EUR 0.518 (zero point five hundred eighteen) for each Share. The maximum aggregate disbursement of the Offeror, in the event that all those entitled to tender Shares tender the entirety of their Shares, shall be equal to EUR 240,067,448.10 (two hundred forty million sixty-seven thousand four hundred forty-eight point ten).

The Offer Document will be published at the end of the review carried out by Consob pursuant to Article 102, paragraph 4, of the CLFI.

Until the Offer Document is published, insofar as it is not expressly stated, reference should be made to the notice pursuant to Article 102, paragraph 1, of the CLFI, and Article 37, paragraph 1, of the Issuers' Regulation published on the AGC’s website in which the legal conditions and the terms and key elements of the Offer are indicated.
It should also be noted that, in order to provide information relating to the Offer to all the Issuer's shareholders, a dedicated e-mail account (opa.molmed@investor.morrowsodali.com) and telephone number 800 198 965, active from 09.00 a.m. (Central European Time) to 6.00 p.m. (Central European Time), have been provided by the Global Information Agent, i.e. Morrow Sodali S.p.A.. For the persons calling from outside Italy is active the telephone number +39 06 97858863.

＊NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

Reference Information

About the AGC Group
AGC Inc.(Headquarters: Tokyo, President & CEO: Takuya Shimamura) is the parent company of the AGC Group, a world-leading glass solution provider and supplier of flat, automotive and display glass, chemicals, ceramics and other high-tech materials and components. Based on more than a century of technical innovation, the AGC Group has developed a wide range of cutting-edge products. The AGC Group employs some 55,000 people worldwide and generates annual sales of approximately 1.5 trillion Japanese yen through business in about 30 countries. For more information, please visit www.agc.com/en
MEDIA INQUIRIES
Kazumi Tamaki, General Manager, Corporate Communications & Investor Relations Division
AGC Inc.
Contact: Yuki Kitano
TEL: +81-3-3218-5603
E-mail: info-pr@agc.com