ALAPIS Α.Β.Ε.Ε.
Announcement
ALAPIS SA, discloses regarding the merger by absorption of the subsidiary company "SANTE PRODUCTION AND TRADE OF BANDAGE MATERIAL SOCIETE ANONYME" and the distinctive title "SANTE HELLAS SA" by the subsidiary company "PHARMAGORA SOCIETE ANONYME WAREHOUSING AND TRADE OF PHARMACEUTICAL PRODUCTS" and the distinctive title "PHARMAGORA S.A.", the announcement of the abstract of the Draft Merger Agreement, as this is going to be published in a daily financial newspaper
ABSTRACT Draft Merger Agreement via absorption of the societe anonyme "SANTE PRODUCTION AND TRADE OF BANDAGE MATERIAL SOCIETE ANONYME " and the distinctive title "SANTE HELLAS SA" by the company "PHARMAGORA SOCIETE ANONYME WAREHOUSING AND TRADE OF PHARMACEUTICAL PRODUCTS " and the distinctive title "PHARMAGORA S.A."
According to the provisions of paragraph 1, article 70 of C.L. 2190/1920, the Board of Directors of the societes anonymes, "PHARMAGORA SOCIETE ANONYME WAREHOUSING AND TRADE OF PHARMACEUTICAL PRODUCTS" and the distinctive title "PHARMAGORA S.A.", headquartered at the Industrial Area of the Municipality of Thermis, Salonika, with SA Registration No.: 39053/62/Β/97/0192 and "SANTE PRODUCTION AND TRADE OF BANDAGE MATERIAL SOCIETE ANONYME" and the distinctive title "SANTE HELLAS SA", headquartered at the Industrial Area of the Municipality of Thermis, Salonika, with SA Registration No.: 55442/62/Β/03/0198 release the following summary of their draft merger agreement as of June 22, 2009.
The merger will be conducted in accordance with the provisions of article 78 of the C.L. 2190/20 and articles 1-5 of L. 2166/93, via the absorption of the societe anonyme "SANTE PRODUCTION AND TRADE OF BANDAGE MATERIAL SOCIETE ANONYME" and the distinctive title "SANTE HELLAS SA" by the societe anonyme "PHARMAGORA SOCIETE ANONYME WAREHOUSING AND TRADE OF PHARMACEUTICAL PRODUCTS" and the distinctive title "PHARMAGORA S.A." on the basis of their financial statements (balance sheets ) as at 31-12-2008.
The absorbed company shall transfer its total properties (assets and liabilities) to the absorbing company on the property basis of their 31-12-2008 balance sheets and as this (property) will be formed upon the legal completion of the merger. The absorbing company will be the sole owner, tenant, holder and proprietor of every asset of the absorbed company.
The share capital of the absorbed company "SANTE PRODUCTION AND TRADE OF BANDAGE MATERIAL SOCIETE ANONYME" amounts to 300,000 euro, divided into 10,000 bearer shares at par value 30.00 euro each.
The absorbing company owns the total shares of the absorbed company, at an acquisition value of 375,411 euro. The contributed share capital of the absorbing company which amounts to 300,000 euro is counter balanced due to the cross holdings by the value of the participations of the absorbing company. The difference between the capital contributed and the acquisition value which stands at 75,411 for the absorbed company is recorded in the account "Difference generated by the L. 2166/1993 transformation".
The share capital of the absorbing company which amounts to 12,568,000 euro will not be changed and the absorbing company is not obliged to issue new shares since the demand for the issuance of new shares is counter balanced due to the cross holdings, as it holds the total (100%) of the shares of the absorbed company.
As of 1-1-2009 which is the day following the transformation balance sheet based on which the absorption is being executed up until the day of the merger completion all actions and transactions of the absorbed company are considered, in accounting terms, to be realized on behalf of the absorbing company and the financial results during the same period will be deemed to benefit or burden only the absorbing company. The respective figures will be transferred to the accounting records of the absorbing company with a batch record
There are not any shareholders of the absorbed company who have special rights or privileges or hold any other titles apart from shares.
For the BoD Members and the ordinary auditors of the merging companies, there are no particular advantages provided by their articles of association or by resolutions of their Shareholders Meetings nor are there provided any privileges as such by the merger agreement
Upon completion of the merger, the absorbing company substitutes the absorbed company de jure and without further formality, according to the law, in all rights, obligations and privities in rights and this transfer equals to universal succession.
ABSTRACT Draft Merger Agreement via absorption of the societe anonyme "SANTE PRODUCTION AND TRADE OF BANDAGE MATERIAL SOCIETE ANONYME " and the distinctive title "SANTE HELLAS SA" by the company "PHARMAGORA SOCIETE ANONYME WAREHOUSING AND TRADE OF PHARMACEUTICAL PRODUCTS " and the distinctive title "PHARMAGORA S.A."
According to the provisions of paragraph 1, article 70 of C.L. 2190/1920, the Board of Directors of the societes anonymes, "PHARMAGORA SOCIETE ANONYME WAREHOUSING AND TRADE OF PHARMACEUTICAL PRODUCTS" and the distinctive title "PHARMAGORA S.A.", headquartered at the Industrial Area of the Municipality of Thermis, Salonika, with SA Registration No.: 39053/62/Β/97/0192 and "SANTE PRODUCTION AND TRADE OF BANDAGE MATERIAL SOCIETE ANONYME" and the distinctive title "SANTE HELLAS SA", headquartered at the Industrial Area of the Municipality of Thermis, Salonika, with SA Registration No.: 55442/62/Β/03/0198 release the following summary of their draft merger agreement as of June 22, 2009.
The merger will be conducted in accordance with the provisions of article 78 of the C.L. 2190/20 and articles 1-5 of L. 2166/93, via the absorption of the societe anonyme "SANTE PRODUCTION AND TRADE OF BANDAGE MATERIAL SOCIETE ANONYME" and the distinctive title "SANTE HELLAS SA" by the societe anonyme "PHARMAGORA SOCIETE ANONYME WAREHOUSING AND TRADE OF PHARMACEUTICAL PRODUCTS" and the distinctive title "PHARMAGORA S.A." on the basis of their financial statements (balance sheets ) as at 31-12-2008.
The absorbed company shall transfer its total properties (assets and liabilities) to the absorbing company on the property basis of their 31-12-2008 balance sheets and as this (property) will be formed upon the legal completion of the merger. The absorbing company will be the sole owner, tenant, holder and proprietor of every asset of the absorbed company.
The share capital of the absorbed company "SANTE PRODUCTION AND TRADE OF BANDAGE MATERIAL SOCIETE ANONYME" amounts to 300,000 euro, divided into 10,000 bearer shares at par value 30.00 euro each.
The absorbing company owns the total shares of the absorbed company, at an acquisition value of 375,411 euro. The contributed share capital of the absorbing company which amounts to 300,000 euro is counter balanced due to the cross holdings by the value of the participations of the absorbing company. The difference between the capital contributed and the acquisition value which stands at 75,411 for the absorbed company is recorded in the account "Difference generated by the L. 2166/1993 transformation".
The share capital of the absorbing company which amounts to 12,568,000 euro will not be changed and the absorbing company is not obliged to issue new shares since the demand for the issuance of new shares is counter balanced due to the cross holdings, as it holds the total (100%) of the shares of the absorbed company.
As of 1-1-2009 which is the day following the transformation balance sheet based on which the absorption is being executed up until the day of the merger completion all actions and transactions of the absorbed company are considered, in accounting terms, to be realized on behalf of the absorbing company and the financial results during the same period will be deemed to benefit or burden only the absorbing company. The respective figures will be transferred to the accounting records of the absorbing company with a batch record
There are not any shareholders of the absorbed company who have special rights or privileges or hold any other titles apart from shares.
For the BoD Members and the ordinary auditors of the merging companies, there are no particular advantages provided by their articles of association or by resolutions of their Shareholders Meetings nor are there provided any privileges as such by the merger agreement
Upon completion of the merger, the absorbing company substitutes the absorbed company de jure and without further formality, according to the law, in all rights, obligations and privities in rights and this transfer equals to universal succession.