Le Lézard
Classified in: Business
Subjects: TNM, SHA

Rassini publishes fairness opinion and communicates the position of the Board of Directors regarding the price of the Tender Offer


MEXICO CITY, Nov. 14, 2018 /PRNewswire/ -- Rassini, S.A.B. de C.V. (BMV: RASSINI) ("Rassini" or the "Company").

On November 1st, 2018, GGI INV SPV, S.A.P.I. de C.V. ("GGI") launched a tender offer to purchase all of the outstanding ordinary, nominative, Series "A" shares, with voting rights, as well as all of the common share certificates ("CPOs") representing each one of them one ordinary, nominative, Series "B" share, with voting rights and with no par value, and one ordinary, nominative, Series "C" share, with no voting rights and no par value; representing Rassini's capital stock, in terms of the tender offer notice published on October 31st, 2018.

In such regard, Rassini informs that its Board of Directors has review the terms of the tender offer and having received the favorable opinion from the Company's Corporate Practices Committee, as well as the respective fairness opinion of FTI Capital Advisors, LLC, as independent expert, the Board of Directors considered that the purchase price offered by GGI to acquire all of the shares of the Company's capital stock, is reasonable and benefits all of the shareholders of the Company.

Additionally, in compliance with the Securities Market Law, each of the members of the Board of Directors has confirmed that there are no conflict of interest with respect to the offer, as it does not benefit or favors a specific group of shareholders, considering that all shareholders will be recipients of the offer and may select, on equal terms, the sale of their shares or maintain their investment in the Company.

Finally, it is informed that the current members of the Company's Board of Directors that participate, direct or indirectly, in the capital stock of GGI, as well as the Company's Chief Executive Officer, do not intend to participate in the offer. Regarding the rest of the members of the Board of Directors who do not participate, direct or indirectly, on GGI's capital stock, but hold shares in Rassini, will participate in the offer pursuant to the terms stated by GGI.

As required by the CNBV, a copy of the opinion of FTI Capital Advisors, LLC is attached hereto, in the understanding that the recipients must review the opinion integrally, including the assumptions on which it is based and the exceptions to it.

About the Company:

Rassini is a leading designer and producer of suspension and break components for the global automotive industry, primarily focused on original equipment manufacturers (OEMs). Rassini is the largest producer of suspension components for light commercial vehicles and the largest vertically integrated producer of brake disks in America, it has eight manufacturing facilities strategically located in Mexico, United States of America and Brazil, as well as five technological centers located in the same countries. The Suspension business products include piers for light and commercial vehicles, springs and hubs. Brake disks, barrels, brake systems joints, as well as some clutch and motor balancers components are produce within the Brake business. The customer base is substantial and diversified, being the main customers: General Motors, Ford Motor Company, FCA, Nissan, Volkswagen, Toyota, MAN, Scania, Mercedes-Benz and Daimler, among others.

Edgar Landeros Mendoza
Rassini, S.A.B. de C.V.
Tel: (5255) 5229-58-76
E-mail: [email protected]
www.rassini.com

SOURCE Rassini, S.A.B. de C.V.


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