EUROMEDICA Α.Ε.
Announcement of the merger of EUROMEDICA S.A. MEDICAL SERVICES through the absorption of the GENERAL CLINIC OF THESSALONIKI S.A., EUROMEDICA WEST MACEDONIA S.A., and the HIGH TECHNOLOGY MEDICAL INSTITUTE OF CRETE S.A.
The Board of Directors of "EUROMEDICA S.A. MEDICAL SERVICES" (hereinafter the "Company") hereby informs the investing public that the Extraordinary General Meeting of Shareholders of the Company, which was held on 27.12.2007, has decided inter alia on the merger of the Company through the absorption of the "GENERAL CLINIC OF THESSALONIKI S.A.", "EUROMEDICA WEST MACEDONIA S.A." and the "HIGH TECHNOLOGY MEDICAL INSTITUTE OF CRETE S.A.", and the issuance of 5,734,465 new ordinary registered shares with a nominal value of euro 1.55 each.
The share exchange ratios for the shareholders of the merging companies are the following:
- Each shareholder of the General Clinic of Thessaloniki (excluding the Company) shall exchange 1.08055125619 ordinary registered shares with voting rights and with a former nominal value of euro 1.00 each for 1 new ordinary dematerialised registered share with voting rights of the Company having a nominal value of euro 1.55 each, i.e. the shareholders of the General Clinic of Thessaloniki shall receive a total ? following rounding off ? of 2,753,638 ordinary registered shares of the Company with voting rights (2,975,447 / 1.08055125619 = 2,753,638).
- Each shareholder of Euromedica West Macedonia S.A. (excluding the Company) shall exchange 0.17718189456 ordinary registered shares with voting rights and with a former nominal value of euro 30.00 each for 1 new ordinary dematerialised registered share with voting rights of the Absorbing Company having a nominal value of euro 1.55 each, i.e. the shareholders of Euromedica West Macedonia S.A. shall receive a total ? following rounding off ? of 410,595 ordinary registered shares of the Company with voting rights (72,750 / 0.17718189456 = 410,595).
- Each shareholder of Euromedica Crete (excluding the Company) shall exchange 0.13583516348 ordinary registered shares with voting rights and with a former nominal value of euro 29.35 each for 1 new ordinary dematerialised registered share with voting rights of the Company having a nominal value of euro 1.55 each, i.e. the shareholders of Euromedica Crete shall receive a total ? following rounding off ? of 935,715 ordinary registered shares of the Company with voting rights (127,103 / 0.13583516348 = 935,715).
- Each old shareholder of EUROMEDICA shall for every 1 old ordinary dematerialised registered share with voting rights and with a nominal value of euro 1.55 receive 0.04311986736 additional new ordinary dematerialised registered shares with voting rights and a nominal value of euro 1.55 each, i.e. the shareholders of EUROMEDICA shall receive a total ? following rounding off ? of 1,634,517 additional ordinary registered shares of the Company with voting rights (37,906,355 x 0.04311986736 = 1,634,517).
Following the merger, which was approved by decision of the Ministry of Development with ref. no. Κ2-18601/31.12.2007, the Company's share capital currently amounts to euro 67,643,271.00 and is divided into 43,640,820 ordinary registered shares with a nominal value of euro 1.55 each.
It should be noted that by decision of the Extraordinary General Meeting of shareholders of the Company on 27.12.2007, the Board of Directors was authorised to settle the fractional rights that shall arise from the exchange of shares due to the merger.
As regards the fractional rights that may arise from the application of exchange ratios, it should be noted that the Board of Directors grants the right to the beneficiaries of these rights ? within a deadline of six months from the listing of the shares for trading ? to either sell or acquire the remaining fractional balances in order to form whole share units. Should no such action be taken within the above deadline, the fractional balances shall be sold by the Company via the Athens Stock Exchange and the proceeds of the sale shall be rendered to the beneficiaries in application of the provisions of article 44 of Law 2396/1996 and the no. 13/375/17.03.2006 decision of the Board of Directors of the Hellenic Capital Market Commission. The Company shall credit its new shares, which shall be issued on the basis of the exchange ratio and pursuant to the law in force and its obligations arising from the Regulations of the Athens Stock Exchange and the Dematerialised Securities System, to the accounts kept by the shareholders of the merging companies with the Dematerialised Securities System via HELLENIC EXCHANGES S.A. (HELEX).
By decision of the Company Board of Directors, it has been stipulated that the shareholders (owners of shares) of the Company at the close of trading on Friday, 7 November 2008, shall be the beneficiaries of the new bonus shares. As of the following working day, namely Monday, 10 November 2008, the Company's shares shall be traded on the ATHEX without providing for participation in the distribution of the new shares resulting from the merger. On that same date the opening price at which the company shares shall be traded on the ATHEX shall be set in accordance with the Athens Stock Exchange Regulation and the relevant decision of the Hellenic Capital Market Commission, as in force.
At its trading session on 06.11.2008, the Athens Stock Exchange approved the listing of 5,734,465 new ordinary registered shares for trading on the ATHEX.
The Company BoD hereby announces that the trading on the Athens Stock Exchange of the 5,734,465 new ordinary registered shares of the Company, which resulted from the said merger, shall begin on Monday, 17 November 2008.
It is certified that the new shares that have resulted from the merger shall be credited - based on the approved exchange ratio - by HELEX to the accounts of the beneficiary shareholders via the Dematerialised Securities System on Monday, 17 November 2008.
The Document of Article 4 of Law 3401/2005, which was drafted for the purpose of the merger and was brought to the attention of the BoD of the Capital Market Commission on 23.10.2008, has already been made available to the investing public as of 24.10.2008 on the ATHEX website at www.ase.gr, on the website of the Capital Market Commission at www.hcmc.gr and on the Company's website at www.euromedica.gr. It is also available to the investing public at the Company?s offices in Athens at 2 Ermou St., and in Thessaloniki at 8 Lytra & Vasileos Georgiou St.
For further information shareholders may contact the Company's Investor Relations Department (tel.: +30 210 6780200, Mr. G. Stamatakis).
The share exchange ratios for the shareholders of the merging companies are the following:
- Each shareholder of the General Clinic of Thessaloniki (excluding the Company) shall exchange 1.08055125619 ordinary registered shares with voting rights and with a former nominal value of euro 1.00 each for 1 new ordinary dematerialised registered share with voting rights of the Company having a nominal value of euro 1.55 each, i.e. the shareholders of the General Clinic of Thessaloniki shall receive a total ? following rounding off ? of 2,753,638 ordinary registered shares of the Company with voting rights (2,975,447 / 1.08055125619 = 2,753,638).
- Each shareholder of Euromedica West Macedonia S.A. (excluding the Company) shall exchange 0.17718189456 ordinary registered shares with voting rights and with a former nominal value of euro 30.00 each for 1 new ordinary dematerialised registered share with voting rights of the Absorbing Company having a nominal value of euro 1.55 each, i.e. the shareholders of Euromedica West Macedonia S.A. shall receive a total ? following rounding off ? of 410,595 ordinary registered shares of the Company with voting rights (72,750 / 0.17718189456 = 410,595).
- Each shareholder of Euromedica Crete (excluding the Company) shall exchange 0.13583516348 ordinary registered shares with voting rights and with a former nominal value of euro 29.35 each for 1 new ordinary dematerialised registered share with voting rights of the Company having a nominal value of euro 1.55 each, i.e. the shareholders of Euromedica Crete shall receive a total ? following rounding off ? of 935,715 ordinary registered shares of the Company with voting rights (127,103 / 0.13583516348 = 935,715).
- Each old shareholder of EUROMEDICA shall for every 1 old ordinary dematerialised registered share with voting rights and with a nominal value of euro 1.55 receive 0.04311986736 additional new ordinary dematerialised registered shares with voting rights and a nominal value of euro 1.55 each, i.e. the shareholders of EUROMEDICA shall receive a total ? following rounding off ? of 1,634,517 additional ordinary registered shares of the Company with voting rights (37,906,355 x 0.04311986736 = 1,634,517).
Following the merger, which was approved by decision of the Ministry of Development with ref. no. Κ2-18601/31.12.2007, the Company's share capital currently amounts to euro 67,643,271.00 and is divided into 43,640,820 ordinary registered shares with a nominal value of euro 1.55 each.
It should be noted that by decision of the Extraordinary General Meeting of shareholders of the Company on 27.12.2007, the Board of Directors was authorised to settle the fractional rights that shall arise from the exchange of shares due to the merger.
As regards the fractional rights that may arise from the application of exchange ratios, it should be noted that the Board of Directors grants the right to the beneficiaries of these rights ? within a deadline of six months from the listing of the shares for trading ? to either sell or acquire the remaining fractional balances in order to form whole share units. Should no such action be taken within the above deadline, the fractional balances shall be sold by the Company via the Athens Stock Exchange and the proceeds of the sale shall be rendered to the beneficiaries in application of the provisions of article 44 of Law 2396/1996 and the no. 13/375/17.03.2006 decision of the Board of Directors of the Hellenic Capital Market Commission. The Company shall credit its new shares, which shall be issued on the basis of the exchange ratio and pursuant to the law in force and its obligations arising from the Regulations of the Athens Stock Exchange and the Dematerialised Securities System, to the accounts kept by the shareholders of the merging companies with the Dematerialised Securities System via HELLENIC EXCHANGES S.A. (HELEX).
By decision of the Company Board of Directors, it has been stipulated that the shareholders (owners of shares) of the Company at the close of trading on Friday, 7 November 2008, shall be the beneficiaries of the new bonus shares. As of the following working day, namely Monday, 10 November 2008, the Company's shares shall be traded on the ATHEX without providing for participation in the distribution of the new shares resulting from the merger. On that same date the opening price at which the company shares shall be traded on the ATHEX shall be set in accordance with the Athens Stock Exchange Regulation and the relevant decision of the Hellenic Capital Market Commission, as in force.
At its trading session on 06.11.2008, the Athens Stock Exchange approved the listing of 5,734,465 new ordinary registered shares for trading on the ATHEX.
The Company BoD hereby announces that the trading on the Athens Stock Exchange of the 5,734,465 new ordinary registered shares of the Company, which resulted from the said merger, shall begin on Monday, 17 November 2008.
It is certified that the new shares that have resulted from the merger shall be credited - based on the approved exchange ratio - by HELEX to the accounts of the beneficiary shareholders via the Dematerialised Securities System on Monday, 17 November 2008.
The Document of Article 4 of Law 3401/2005, which was drafted for the purpose of the merger and was brought to the attention of the BoD of the Capital Market Commission on 23.10.2008, has already been made available to the investing public as of 24.10.2008 on the ATHEX website at www.ase.gr, on the website of the Capital Market Commission at www.hcmc.gr and on the Company's website at www.euromedica.gr. It is also available to the investing public at the Company?s offices in Athens at 2 Ermou St., and in Thessaloniki at 8 Lytra & Vasileos Georgiou St.
For further information shareholders may contact the Company's Investor Relations Department (tel.: +30 210 6780200, Mr. G. Stamatakis).