Optics Bidco S.p.A.

Is there a Successor to Optics Bidco S.p.A?

The Eligible Market Participant who submitted the potential DC question requests that the EMEA DC consider whether or not there is a Successor to Optics Bidco S.p.A.

The Eligible Market Participant also submitted the item below as supporting information for the potential DC Question:

Merger announcement

Please see below extract from the merger announcement:

Pursuant to Sections 4.09 and 5.01 of the Indenture and Clause 24 of the Trust Deed and Condition 3.6 of the EUR Notes, on December 31, 2024, Optics completed a merger with NetCo, with NetCo as the surviving entity of the merger (the “Push-Down Merger”). Following the completion of the PushDown Merger, with effect from and including December 31, 2024, Optics will be extinguished and, thus, released as Issuer of the Notes from all its prior and future obligations under the Indenture, the Deposit Agreement, the NMA Agreement, the Trust Deed and the Agency Agreement and NetCo will replace and substitute Optics in respect of all of its prior and future obligations under the Notes and the related Receipts, the Indenture, the Deposit Agreement, the NMA Agreement, the Trust Deed and the Agency Agreement. As a result, with effect from and including December 31, 2024, NetCo shall be the Issuer of the Notes (as defined in the Indenture, the Trust Deed and the Agency Agreement) and the Receipt Issuer shall request to the Depositary Trust Company make the necessary updates to the Receipts in its records accordingly. In addition, according to the applicable merger deed dated December 12, 2024, while the Push-Down Merger is effective as of December 31, 2024, the accounting and tax impact of the Push-Down Merger will be deemed to be effective as of July 1, 2024.