Pininfarina and IAI (Rossignolo Family) Sign a Preliminary Contract For the Sale Of Business Operations
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TURIN, ITALY- October 19, 2009: Pininfarina S.p.A. and IAI - Innovation
in Auto Industry S.p.A., a company wholly owned by the Rossignolo Family
whose Chairman of the Board of Directors is Gian Mario Rossignolo (IAI),
signed today a preliminary contract for the sale of certain business
operations (the Contract). Pininfarina S.p.A. also received from
FinPiemonte-Partecipazioni S.p.A., a finance company controlled by the
Piedmont Regional Administration, an irrevocable offer to buy the
Grugliasco factory, excluding the Wind Tunnel.
The contract sets forth
Pininfarina’s commitment to sell to IAI the business operations
comprised of
The Business Operations do not include receivables or payables, other than the liability for the provision for termination indemnities applicable to the transferred employees, nor do they include contracts other than those listed above, contracts related to the existing production orders and Pininfarina’s resulting payables and receivables or any legal disputes outstanding on the closing date.
Pursuant to the contract, IAI will be provided with the customary guarantees for any prior-period liabilities incurred by the transferred Business Operations and with a specific commitment by the Lender Institutions parties to the Agreements of December 31, 2008 and by Fortis Bank (collectively referred to as the Creditor Banks) to approve the Transaction and refrain from actions against IAI for any indebtedness owed by the transferred Business Operations.
IAI will enter into a subcontracting agreement (at cost) with
Pininfarina for the premises, equipment and tools, systems and human
resources needed to provide the sheet-metal bodywork and painting services
required to carry out until completion existing production orders for Alfa
Romeo and Ford. The parties have further agreed to enter into a
collaboration contract for the styling of the first vehicle that IAI will
produce. Should Pininfarina request it, IAI will enter into a multi-year
painting services contract (on market terms) that will go into effect upon
the expiration of the production orders currently handled by Pininfarina.
Concurrently with the signing of the Contract with IAI and as an
integral part of the Transaction, Pininfarina received from
FinPiemonte-Partecipazioni S.p.A., a finance company controlled by the
Piedmont Regional Administration, an irrevocable offer to buy the entire
Building, excluding the Wind Tunnel, based on expert appraisal. At closing,
the Building must be transferred free of any encumbrances (the Building is
currently encumbered by a mortgage held by Banca Fortis). The proceeds from
the sale will be used to fund the provision for termination indemnities
applicable to the transferred employees and the guarantees and other
charges arising from the Transaction.
All transfers are scheduled to take place on or before December 31,
2009, but may be postponed if any of the following conditions precedent is
not satisfied