Saras and its Shareholders in €2.1 Billion IPO

May 18, 2006

Cleary Gottlieb acted as Italian, U.S. and international counsel to Saras S.p.A. and its shareholders, Angelo Moratti S.a.p.a., Gian Marco Moratti and Massimo Moratti, in Saras’ €2.1 billion initial public offering, the largest offering in Italy so far this year. A total of 345 million shares were sold to retail investors in Italy and to institutional investors in the United States, Italy and elsewhere under Rule 144A/Reg. S. The underwriters also have a “green shoe” option to purchase an additional 35 million shares from Saras’ shareholders that can be exercised within the next 30 days. The shares have been listed on the Mercato Telematico Azionario (the Italian electronic exchange), and will form part of the Italian blue chip index.

Saras is a leading Italian and European oil refining company with operations centered around one of the largest and most complex refineries in Europe, located in Sardinia. The offering valued the company at €5.7 billion. Prior to the offering, Saras was wholly owned by the Moratti family, a leading entrepreneurial family in Italy, which remains, after the offering, its principal shareholder.