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FINANCIAL STATEMENTS AND EXPLANATORY NOTES
352
| 2012 annual report prysmian group
Shareholders,
The present report refers to the activities performed by this
Board of Statutory Auditors in accordance with art. 149 et
seq of Legislative Decree 58/1998 and with Legislative Decree
39/2010; it follows the format recommended by Consob in its
Communication 1025564 dated 6 April 2001, as subsequently
amended.
The supervisory activities required of us by law have been
duly performed, taking into account the standards of conduct
for the Board of Statutory Auditors established by the Italian
Accountancy Profession and the recommendations and
guidance of Consob.
1 Discussion of the Company’s transactions with the most
significant impact on its results of operations, financial
position and assets and liabilities and their compliance
with the law and the Company’s deed of incorporation
After concluding the squeeze-out on 27 February 2012,
Prysmian completed the process of acquiring Draka Holding
N.V., in which it already held 99.121% of the issued shares.
The total cost of the transaction, which began in April 2011,
amounted to Euro 987 million, of which Euro 501 million
paid in cash and Euro 477 million settled through the issue
of 31.8 million new shares in Prysmian S.p.A. (corresponding
to approximately 14.9% of its new share capital) to the
shareholders of Draka Holding NV, and lastly, Euro 9 million in
cash to settle the squeeze-out.
The industrial integration of the Draka Group into Prysmian
continued in 2012 as planned, with the goal of completing the
integration by 2015 confirmed; the integration is expected to
involve some Euro 200 million in restructuring costs, and to
deliver around Euro 150 million in annual run-rate synergies.
For memorandum purposes only, we recall that the
organisational structure of the new Prysmian Group was
announced on 13 July 2011, with work on its implementation
starting immediately. The initial project and subsequent
implementation was conducted using the best business
management practices with the assistance of suitable
professional and financial personnel; the decisions adopted
were suitably supported by appropriate preliminary analysis.
Apart from the information presented in meetings of the
Board of Directors, the Board of Statutory Auditors has also
received information in this respect through specific meetings
with the human resources director. Although challenging and
not without the usual difficulties surrounding such changes,
the integration process of the two groups has not suffered
any setbacks or unexpected turns worthy of mention in this
report.
Apart from this, the Company duly performed its activities as
a group holding company during 2012, exercising “Direction
and coordination” for its subsidiaries as well as providing
them with various kinds of services. With effect from 1
October 2012, the parent company Prysmian S.p.A. received
through demerger from its subsidiaries Prysmian Cavi e
Sistemi S.r.l. and Prysmian Cavi e Sistemi Italia S.r.l., their
interests in certain operating companies based in Italy,
thereby reorganising the chain of corporate control of the
Prysmian Group’s Italian investments.
REPORT BY THE BOARD OF STATUTORY AUDITORS
(Art. 153 Legislative Decree 58 of 24/2/1998
and Art. 2429, par. 2, Italian Civil Code)
