July 10, 2020Management

The VTO of AGC on MolMed Continues

In relation to the public tender offer promoted pursuant to article 102 of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented, by AGC Biologics Italy S.p.A. (the "Offeror"), a corporate vehicle wholly owned by AGC Inc. ("AGC"), on all ordinary shares of MolMed S.p.A. (the "Offer"), the Offeror hereby announces what follows.

With the previous press release issued on July 7, 2020 AGC informed of the decree adopted on July 6, 2020 by the Presidency of the Council of Ministers pursuant to article 2 of Law Decree no. 21/2012, containing the imposition of certain specific requirements on AGC and MolMed S.p.A..

The Offeror announces that it does not intend to avail itself of the condition contained in Paragraph A.1. of the Offer Document, according to which the effectiveness of the Offer is subject, inter alia, to the Golden Power Condition, which provides as follows: "failure by the Presidency of the Council of Ministers and/or other competent authority to issue, within the second Stock Market Trading Day prior to the Payment Date, any communication relating to the exercise of vetoes and/or the imposition of measures regarding the acquisition of control of MolMed by the Offeror, pursuant to and for the purposes of the provisions set forth in Legislative Decree no. 21/2012 and/or any other regulatory provision or measure […]".

The Golden Power Condition above shall therefore be deemed to be waived. Consequently, the Offer continues according to the terms and conditions set out in the Offer Document.

For any further information, please refer to the Offer Document. Capitalized terms in this press release shall have the same meaning assigned to them in the Offer Document approved by CONSOB with resolution no. 21391 of May 29, 2020, posted on the AGC website (https://www.agc.com/en/ir/stock/notice/index.html), the global information agent Morrow Sodali S.p.A. website (https://morrowsodali-transactions.com/molmed-s-p-a-/eng) and the MolMed S.p.A. website (https://www.molmed.com/).

*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