On 11 July 2024, the Board of Directors of Saras SpA approved the Issuer’s Notice including the Board of Directors’ assessment of the mandatory public takeover bid launched by Varas SpA for all the Issuer’s shares and the adequacy of the relevant consideration.

For the purpose of issuing the Issuer’s Notice, the Board of Directors has, inter alia, reviewed and taken into account the opinion issued by the independent directors which included the fairness opinion issued by Rothschild & Co. Italia SpA, in its capacity as financial advisor appointed by the same independent directors for the purpose of their assessment, as well as the fairness opinion issued by Mediobanca – Banca di Credito Finanziario SpA, in its capacity as financial advisor appointed by the Board of Directors.

PedersoliGattai advised the Board of Directors in connection with the drafting of the Issuer’s Notice in the context of the full takeover bid, with a team composed of Carlo Pedersoli, Marco Ventoruzzo and Francesca Leverone.