Dealing

Press art. 102, paragraph 1, TUF

474,159,596

corresponding to 100% of the share capital of

Management & Capitali SpA

Euro 0.08 for each action after the resolution passed by the Assembly

Extraordinary Meeting of Shareholders to be held on June 8, 2009 in the first

June 9, 2009 meeting and on second call, which should act

the distribution of € 0.62 per Share and the consequent reduction of capital

Social

The Board of Directors of MI.MO.SE. SpA ("

VOLUNTARY PUBLIC TENDER OFFER COMPLETE

on n.

Offerente MI.MO.SE. "or '" Bidder

today voted to want to promote, directly or through a subsidiary

specifically established for that operation, a takeover offer full voluntary

("

Offerta OPA "or" Offer

58 as amended and supplemented ("

TUF

Management & Capitali SpA ("

Emittente M & C "or '" Issuer

No ordinary. 5,500,000 preferred shares ("

Actions

the resolution passed at the Extraordinary Shareholders of M & C to be held on

June 8, 2009 in first call, and June 9, 2009 on second call, which

should approve the distribution of EUR 0.62 per Share and the consequent reduction of

Capital of the Issuer.

The following are the essential elements of the Offer, the scope, guarantees, methods of

financing, the Offer price. For a more detailed description of such terms and

conditions, please refer to the offer document ("

Offer Document

Consob within the law and that the outcome of the investigation will be published by Consob.

1. Subject Bidder

The Offeror is a limited company with registered offices in Turin, 41 Vale Street, tax code

and registration number 00791860018 in the Company Register of Turin, is entered at no. 10253 list

General Article. 113 of the Consolidated Law on Banking held by

Bank of Italy. The fully paid share capital is EUR 1,560,000.00 and is divided into n.

3,000,000 shares with a par value of Euro 0.52.

MI.MO.SE. is a company owned by the family SEGRE (Dr. Franca BRUNA SEGRE

directly owns 40% and Dr. Massimo SEGRE directly owns 60%), which plays

real estate and equity participation.

The company's equity, according to the year ended December 31, 2008, prepared in

accordance with Italian GAAP, amounted to Euro 60,598,743.

2. Issuer

The Issuer is a joint-stock company with registered offices in Turin, 41 Vale Street, tax code and

number entered in the Register of Companies of Turin 09187080016 is entered at no. 37168 list

General Article. 106 and n. 33097.7 of the list of special article. 107 of the

laws on banking and credit held by the Bank of Italy.

Since June 2006, the Issuer is listed on the Milan stock and managed by

Italian Stock Exchange, MTF segment reserved for

investment companies

Management & Capitali SpA invests primarily in Italy in the context of restructuring of

companies, spin-off or divestiture of business units, financial restructurings.

Currently, the fully paid share capital is EUR 444,122,733.00 and is divided into n.

468,659,596 ordinary shares of no par value traded, and n. 5,500,000 preferred shares do not

listed with no par value.

It should be noted that Dr. Maximum SEGRE controlling the Bidder, is also a component of

Board of Directors of the Issuer.

Currently none of the major shareholders of the Issuer, based on the information

published by Consob on its website, has control of the company.

3. Nature of the Offer and legal basis of the same

The Offer involves an offer of purchase on a voluntary basis in accordance with Art. 102 and 106,

fourth paragraph of the CFA and is addressed to all shareholders of the Issuer, without distinction and equal

conditions, and is subject to the following conditions of effectiveness:

(I) the Special Meeting of Shareholders to be held on 8 June 2009

first call and second call on June 9, 2009, resolves the reduction of

share capital of M & C and subsequent distribution of € 0.62 per share, and

that such resolution is carried out without any creditor of the Issuer face

opposition within 90 days of the Company Registry as

indicated in paragraph 3, Art. 2445 of the Civil Code.

(Ii) the implementation of that resolution occurred with payment of € 0.62 per

each of the Issuer's outstanding Shares.

(Iii) the acquisition of a majority of those entitled to vote in the Assembly

Ordinary Issuer, save the right, depending on the accessions of

also accept a quantity less and still in excess of 30% of

Ordinary Shares of the Issuer.

The Offeror reserves the right to waive certain of these conditions, at its sole

judgment, in the event that one or more of the above assumptions do not hold true.

4. Financial instruments subject to the Offer

The Offer is addressed to all shareholders of the Issuer, equal and alike.

Currently, the fully paid share capital of M & C is € 444,122,733.00 and consists

by n. 468,659,596 Ordinary shares of no par value traded, and n. 5,500,000 Shares

privileged unlisted no par value.

The Offer is therefore subject to all n. 474,159,596 Shares of the Issuer, worthless

nominal constituents to 100% of the Issuer's share capital.

Neither MI.MO.SE. SpA or persons closely related to it have never owned shares

Issuer.

5. The Offer and payment

The consideration offered by the Offeror, which will be fully paid in cash, is set at € 0.08

for each Share of the Issuer delivered and purchased in the Offer.

This consideration takes into account the assumption that on June 8, 2009 on first call and 9

June 2009 the second meeting, held the extraordinary general meeting of shareholders

Management & Capitali SpA, which should approve the distribution of EUR 0.62 per Share

consequent reduction of capital.

Therefore, the consideration offered per share of Euro 0.08 per Share plus the amount of

€ 0.62 per Share which will be distributed to M & C, after resolution of

Extraordinary, in fact, gives a value to the shares of the Issuer "prior distribution" of Euro

0.70 for each Share which is greater:

·

end of the trading day of June 5, 2009 (last trading day in

Stock Exchange prior to dissemination of this announcement);

·

weighted average price of € 0.658 last month;

·

weighted average price of € 0.584 for the last three months;

·

weighted average price of 0.544 Euro in the last six months;

·

weighted average price of 0.593 Euro in the last twelve months.

6. Procedures and terms of membership

The period of the Offer will be agreed with the Italian Stock Exchange in accordance with

by the applicable law and, in addition to being communicated to the market with a notice printed,

will be reported in the Offer Document.

Please note that, since the execution of the Offer conditioned reduction of capital, the same

can not be completed before this reduction has been implemented.

7. Terms of financing and guarantees of due performance

The maximum total Offer, in the case of total membership, shall be equal to Euro

37,932,767.68 ("

Maximum Outlay

The Bidder finance the above Maximum outlay by using a part of the liquidity

currently available, or by access to the financing of its members.

Alternatively to the above, a guarantee of the obligations to

payment of the maximum Offering, by the beginning of the period of the Offer,

the Offeror will ask for a loan to a leading institute, bound to the exact fulfillment of the

the Offer (ie equal to Euro 37,932,767.68).

8. Bidder's Statement on the desire to restore or not restore the

float, the requirement to purchase art. 108, paragraph 1 of the CFA and the right to

planned purchase art. 111 of the TUF.

In the event that, following the Offer, the Offerer to hold more than

the threshold of 90% or at least 95% of the share capital of the Issuer, the Offeror declares

right now that are going to recover, within the terms of the law, the free float sufficient to ensure

regular trading is not aimed at the withdrawal of the Offer Shares

Issuer since the IPO ("

Delisting

").

9. Bidder motivations and future plans

E 'on one side of the Offeror intends to continue the activities currently carried out by Management &

Capital SpA and the other, within the corporate, develop all possible potential

as the participation in the field.

10. Permissions

The Offer is not subject to authorization.

Since this is a concentration under Article 5, paragraph 1, letter b) of

Law 287/1990, the Offer is subject to prior notification to the Authority of the Guarantor

Competition, which will hopefully be releasing their clearance by the date of

publication of the Offer Document.

Turin, June 7, 2009

MI.MO.SE. SpA

Contact:

Studio Segre

Telephone and Fax 011 5517

studio@segre.it