PIAGGIO APRILIA DEAL DONE - LATEST

January 2nd 2005. The Piaggio takeover of Aprilia has been completed according to the Piaggio web site.

The takeover will create a company that will make it Europe's largest two-wheeler manufacturer, with annual sales of 1.5 billion Euros, 24 per cent of the European market and 35 per cent of the Italian market. Total production is planned at 600,000 motorcycles and scooters a year with 6000 employees at eight plants and a sales presence in 50 countries.

Piaggio already owns Derbi, Vespa, and Gilera.


Below the full press release:

Milan, 28 December 2004
Piaggio & C., S.p.A. announces that today there took place the signing of the final contract with Aprilia S.p.A. and its shareholders (Ivano Beggio and his family, Holdipar s.r.l., European Moto Holding s.a.r.l., and Scarabeo s.s.), on the basis of which Piaggio & C. S.p.A. acquires 100% of the Aprilia Group.

The terms of the operation may be summarised as follows:

· the underwriting by Piaggio & C. of the whole Aprilia share capital increase for € 50 million, as previously voted on by the Company's Shareholders' meeting by means of a total make good of the losses, standing at approximately € 108 million at 31 October 2004 and the writing off of the share capital;

· the acquisition by Piaggio of loans claimed by banks from Aprilia for approximately € 98 million in nominal terms, by a payment of approximately € 34 million and the issue, by Piaggio in favour of those banks, of Piaggio financial instruments, with a maximum value of approximately € 64 million;

· the restructuring, with a guarantee from Piaggio, of the self-liquidating bank credit lines held by the Aprilia Group for € 78 million, of which approximately € 70 million have been extended to seven years duration at market rates and the remainder handled with a short-term credit line;

· the allocation to former Aprilia shareholders of Piaggio financial instruments and a possible earn out for a maximum overall amount of € 20 million, with a guaranteed minimum of € 4 million.

The outstanding Aprilia bonded loan of € 100 million will be fully repaid at its expiry in May 2005, with the revenue from a five-year bonded loan issued or guaranteed by Piaggio. IMMSI has undertaken to guarantee the placement of this bonded loan.

"Today's signing sees the creation of the fourth largest motorcycle group worldwide." said Roberto Colaninno, Piaggio Chairman "The new Italian two-wheel group, with revenues of 1.5 billion euro, a production capacity of over 600,000 vehicles a year and a presence in 50 countries, is ready to take up the challenge of the major international producers."

"The acquisition of Aprilia" Colaninno added "is the result of the restoration and relaunch of Piaggio and will enable the full recovery of one of the most prestigious Italian motorcycle groups, with brands that are famous worldwide. It is a business transaction undertaken in full cooperation with the Italian banking system and which strengthens the Piaggio Group and projects its potential on a global scale".

"The new Group" said Piaggio Chief Executive Officer Rocco Sabelli "has one of the most complete and diversified product ranges on the market, from 50 cc scooters to 1000 cc motorbikes, with a 24% market share in Europe and 35% in Italy, 8 industrial plants worldwide, six research and development centres, and 6,000 employees. We wish to maintain our ability to compete: the inclusion of the Aprilia Group in Piaggio will make our presence in key markets more incisive and will allow us to further increase and develop our investments in technological and productive innovation."