The merger of EUROMEDICA S.A. via the absorption of "GENERAL CLINIC OF THESSALONIKI S.A.", "HIGH TECHNOLOGY MEDICAL INSTITUTE OF CRETE S.A." and "EUROMEDICA WESTERN MACEDONIA S.A." has been approved.
The Company's Extraordinary General Meeting that convened yesterday approved the merger of EUROMEDICA S.A. via the absorption of "GENERAL CLINIC OF THESSALONIKI S.A.", "HIGH TECHNOLOGY MEDICAL INSTITUTE OF CRETE S.A." and "EUROMEDICA WESTERN MACEDONIA S.A.". The three absorbed companies shall transfer their entire property (assets and liabilities) to EUROMEDICA S.A. The Extraordinary General Meeting concurrently approved the increase of the share capital of EUROMEDICA S.A. by an amount of 8,888,420.75 Euros, with the issue of 5,734,465 new common (dematerialised) registered shares of a nominal value of 1.55 Euros each.
The entire amount of the said increase shall be covered, on the one hand, by the share capital of the absorbed companies that is not currently held by EUROMEDICA S.A., which is:
2,975,447.00 Euros of "GENERAL CLINIC OF THESSALONIKI S.A.",
3,730,473.05 Euros of "HIGH TECHNOLOGY MEDICAL INSTITUTE OF CRETE S.A.", and
2,182,500.00 Euros of "EUROMEDICA WESTERN MACEDONIA S.A.", and, on the other hand, by the capitalisation of an amount of 0.70 Euros from the "Share premium reserve" of EUROMEDICA S.A., for reasons of rounding.
The beneficiaries of the new shares shall be the old shareholders of the three absorbed companies and the shareholders of EUROMEDICA S.A. following the end of the session of the stock exchange of the date on which the Minister of Development shall approve the said merger.
The share exchange ratio has been set as follows:
A. For every one (1) new share of a nominal value of 1.55 Euros that EUROMEDICA S.A. shall issue, the shareholders of "GENERAL CLINIC OF THESSALONIKI S.A." (with the exception of EUROMEDICA S.A.) shall deliver 1.08055125619 old shares of "GENERAL CLINIC OF THESSALONIKI S.A." of a nominal value of 1.00 Euros. In total, the shareholders of "GENERAL CLINIC OF THESSALONIKI S.A." (with the exception of EUROMEDICA S.A.), by exchanging their 2,975,447 shares, shall receive 2,753,638 new shares of EUROMEDICA S.A.
B. For every one (1) new share of a nominal value of 1.55 Euros that EUROMEDICA S.A. shall issue, the shareholders of "HIGH TECHNOLOGY MEDICAL INSTITUTE OF CRETE S.A." (with the exception of EUROMEDICA S.A.) shall deliver 0.13583516348 old shares of "HIGH TECHNOLOGY MEDICAL INSTITUTE OF CRETE S.A." of a nominal value of 29.35 Euros. In total, the shareholders of "HIGH TECHNOLOGY MEDICAL INSTITUTE OF CRETE S.A." (with the exception of EUROMEDICA S.A.), by exchanging their 127,103 shares, shall receive 935,715 new shares of EUROMEDICA S.A.
C. For every one (1) new share of a nominal value of 1.55 Euros that EUROMEDICA S.A. shall issue, the shareholders of "EUROMEDICA WESTERN MACEDONIA S.A." (with the exception of EUROMEDICA S.A.) shall deliver 0.17718189456 old shares of "EUROMEDICA WESTERN MACEDONIA S.A." of a nominal value of 30.00 Euros. In total, the shareholders of "EUROMEDICA WESTERN MACEDONIA S.A." (with the exception of EUROMEDICA S.A.), by exchanging their 72,750 shares, shall receive 410,595 new shares of EUROMEDICA S.A.
D. The shareholders of EUROMEDICA S.A. shall receive, free of charge, an additional 0.04311986736 new share for every old share of a nominal value of 1.55 Euros that they currently hold, in other words, they shall receive, in total, 1,634,517 additional new shares of a nominal value of 1.55 Euros and shall subsequently hold 39,540,872 shares instead of the 37,906,355 shares that they presently hold.
It should be noted that following the completion of the merger, the holders of the new shares shall have the right to participate in the profits of EUROMEDICA S.A. for the entire fiscal year from 1 January 2007 to 31 December 2007.
Finally, the Extraordinary General Meeting approved the addition of seven new distinctive titles of EUROMEDICA S.A., which the Company shall use at its new branches. These new distinctive titles are: "EUROMEDICA GENERAL CLINIC OF THESSALONIKI", "EUROMEDICA OF CRETE", "EUROMEDICA SPECIAL MATERNITY CLINIC MITERA KRITIS", "PRIVATE DIAGNOSTIC LABORATORY EUROMEDICA PAGKRITIA YGEIA", "PRIVATE DIAGNOSTIC LABORATORY EUROMEDICA EGKEFALOS OF RETHYMNO", "GENERAL CLINIC EUROMEDICA OF ZOODOCHOS PIGI" and "SPECIAL MATERNITY GYNAECOLOGICAL CLINIC EUROMEDICA THEOMITOR".