FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

For the period December 28, 2006

SANPAOLO IMI S.p.A.

(Exact name of registrant as specified in its charter)

Piazza San Carlo 156

10121 Turin, Italy

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form  20-F or Form 40-F.

Form 20-F x  Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o   No  x

 

 


 

JOINT PRESS RELEASE

SHAREHOLDER BASE OF INTESA SANPAOLO

Milano, Torino, December 28, 2006 – Following the deed of merger by incorporation of Sanpaolo IMI S.p.A. with and into Banca Intesa S.p.A. stipulated today and upon Italian Stock Exchange’s request, notice is given hereby that as of the date on which the merger becomes effective the main shareholders of Intesa Sanpaolo S.p.A. should be the following, on the basis of the shareholder base of Banca Intesa and Sanpaolo IMI resulting from their respective shareholder registers and the other information available for the two Companies:

Shareholder

 

% share capital

 

 

 

 

 

CREDIT AGRICOLE S.A.

 

9.06

%

 

 

 

 

COMPAGNIA DI SAN PAOLO

 

6.99

%

 

 

 

 

Gruppo GENERALI (*)

 

5.05

%

 

 

 

 

FONDAZIONE CARIPLO

 

4.68

%

 

 

 

 

BANCO SANTANDER CENTRAL HISPANO

 

4.15

%

 

 

 

 

Gruppo "LOMBARDO" (**)

 

3.67

%

 

 

 

 

FONDAZIONE C.R. PADOVA E ROVIGO

 

3.59

%

 

 

 

 

FONDAZIONE C.R. IN BOLOGNA

 

2.73

%

 

 

 

 

GIOVANNI AGNELLI E C. SpA

 

2.45

%

 

 

 

 

FONDAZIONE CARIPARMA

 

2.20

%

 

(*)   Assicurazioni Generali, Alleanza Assicurazioni and other Assicurazioni Generali subsidiaries

(**) Banca Lombarda e Piemontese, I.O.R., Mittel Partecipazioni Stabili S.r.l., Carlo Tassara S.p.A.

 

The Banca Intesa securities referred to herein that will be issued in connection with the merger described herein have not been, and are not intended to be, registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold, directly or indirectly, into the United States except pursuant to an applicable exemption. The Banca Intesa securities will be made available within the United States in connection with the merger pursuant to an exemption from the registration requirements of the Securities Act.

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The merger described herein relates to the securities of two foreign (non-U.S.) companies and is subject to disclosure requirements of a foreign country that are different from those of the United States.  Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under U.S. federal securities laws, since Banca Intesa and Sanpaolo IMI are located in Italy, and some or all of their officers and directors may be residents of Italy or other foreign countries. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.

You should be aware that Banca Intesa may purchase securities of Sanpaolo IMI otherwise than in the merger, such as in open market or privately negotiated purchases.

You should be aware that Sanpaolo IMI may purchase securities of Banca Intesa otherwise than in the merger, such as in open market or privately negotiated purchases.

FORWARD-LOOKING STATEMENTS

This communication contains forward-looking information and statements about Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. and their combined businesses after completion of the merger. Forward-looking statements are statements that are not historical facts.  These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance.  Forward-looking statements are generally identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates” and similar expressions. Although the managements of Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. believe that the expectations reflected in such forward-looking statements are reasonable, investors and holders of Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Sanpaolo IMI S.p.A. and Banca Intesa S.p.A., that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements.  These risks and uncertainties include those discussed or identified in the public documents sent by Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. to CONSOB and under “Risk Factors” in the annual report on Form 20-F for the year ended December 31, 2005 filed by Sanpaolo IMI S.p.A. with the SEC on June 29, 2006.  Except as required by applicable law, neither Sanpaolo IMI S.p.A. nor Banca Intesa S.p.A. undertakes any obligation to update any forward-looking information or statements.

Investor Relations

 

Media Relations

Andrea TAMAGNINI

 

Costanza SCLAPON

+39 02 87943180

 

+39 02 87963531

investorelations@bancaintesa.it

 

stampa@bancaintesa.it

 

www.bancaintesa.it

 

Relazioni Esterne

 

Investor Relations

Filippo VECCHIO

 

Dean QUINN

+39 011 5557747

 

+39 011 5552593

infomedia@sanpaoloimi.com

 

investor.relations@sanpaolimi.com

 

www.sanpaoloimi.com

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

SANPAOLO IMI S.p.A.

 

 

 

 

 

 

 

 

By:

/s/ James Ball

 

 

Name: James Ball

 

 

Title: Head of International Strategy, London Branch

 

 

Date:  December 28, 2006

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