ALAPIS Α.Β.Ε.Ε.
Announcement
ALAPIS SA, discloses regarding the merger by absorption of the subsidiary companies "LAMDA APPLIED PHARMACEUTICAL LABORATORY OF APPLIED RESEARCH SOCIETE ANONYME" and "ALAPIS PHARMA PHARMACEUTICAL, INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME", 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 "LAMDA APPLIED PHARMACEUTICAL LABORATORY OF APPLIED RESEARCH SOCIETE ANONYME" and "ALAPIS PHARMA PHARMACEUTICAL, INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME" from "ALAPIS SOCIETE ANONYME HOLDINGS, INDUSTRIAL AND COMMERCIAL COMPANY OF PHARMACEUTICAL, CHEMICAL AND BIOLOGICAL PRODUCTS", According to the provisions of paragraph 1, article 70 of C.L. 2190/1920, the Board of Directors of the societes anonymes,
"ALAPIS SOCIETE ANONYME HOLDINGS, INDUSTRIAL AND COMMERCIAL COMPANY OF PHARMACEUTICAL, CHEMICAL AND BIOLOGICAL PRODUCTS", headquartered at the Municipality of Athens, 2 Aftokratoros Nikolaou Str., with SA Registration No.: 8057/06/Β/86/11,
"LAMDA APPLIED PHARMACEUTICAL LABORATORY OF APPLIED RESEARCH SOCIETE ANONYME" and the distinctive title "LAMDA APPLIED SA", headquartered at the Municipality of P. Faliro, 6 Kartsivanis Str., with SA Registration No.: 52591/01NT/B/02/43(08) and
"ALAPIS PHARMA PHARMACEUTICAL, INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME" and the distinctive title, "ALAPIS PHARMA SA", headquartered at the Municipality of P. Faliro, 6 Kartsivanis Str., with SA Registration No.: 36712/01ΝΤ/Β/96/232(06) release the following summary of their draft merger agreement as of March 5, 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 societes anonymes "LAMDA APPLIED PHARMACEUTICAL LABORATORY OF APPLIED RESEARCH SOCIETE ANONYME" and "ALAPIS PHARMA PHARMACEUTICAL, INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME" from "ALAPIS SOCIETE ANONYME HOLDINGS, INDUSTRIAL AND COMMERCIAL COMPANY OF PHARMACEUTICAL, CHEMICAL AND BIOLOGICAL PRODUCTS", on the basis of their financial statements (balance sheets ) as at 31-12-2008. The absorbed companies shall transfer their 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 merging companies.
The share capital of the absorbed companies amounts for "LAMDA APPLIED PHARMACEUTICAL LABORATORY OF APPLIED RESEARCH SOCIETE ANONYME" to 700,000 euro, divided into 35,000 shares at par value 20.00 euro each and for "ALAPIS PHARMA PHARMACEUTICAL, INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME" amounts to 4,042,082 euro, divided into 137,720 shares at par value 29.35 euro each.
The absorbing company owns the total shares of the absorbed companies, at an acquisition value of 975,000 euro for "LAMDA APPLIED PHARMACEUTICAL LABORATORY OF APPLIED RESEARCH SOCIETE ANONYME" and 21,500,000 euro for "ALAPIS PHARMA PHARMACEUTICAL, INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME" The share capital of the absorbing company which amounts to 294,180,066 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 companies
The capital contributed, which amounts for the first absorbed company to 700,000 euro and for the second absorbed company to 4,042,082 euro is counter balanced due to the cross holdings of the absorbing company. The difference between the capital contributed and the acquisition value which stands at 275,000 for the first absorbed company and at 17,457,918 for the second absorbed company is recorded in the account "Difference generated by the L. 2166/1993 transformation".
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 companies 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 companies 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 companies 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 "LAMDA APPLIED PHARMACEUTICAL LABORATORY OF APPLIED RESEARCH SOCIETE ANONYME" and "ALAPIS PHARMA PHARMACEUTICAL, INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME" from "ALAPIS SOCIETE ANONYME HOLDINGS, INDUSTRIAL AND COMMERCIAL COMPANY OF PHARMACEUTICAL, CHEMICAL AND BIOLOGICAL PRODUCTS", According to the provisions of paragraph 1, article 70 of C.L. 2190/1920, the Board of Directors of the societes anonymes,
"ALAPIS SOCIETE ANONYME HOLDINGS, INDUSTRIAL AND COMMERCIAL COMPANY OF PHARMACEUTICAL, CHEMICAL AND BIOLOGICAL PRODUCTS", headquartered at the Municipality of Athens, 2 Aftokratoros Nikolaou Str., with SA Registration No.: 8057/06/Β/86/11,
"LAMDA APPLIED PHARMACEUTICAL LABORATORY OF APPLIED RESEARCH SOCIETE ANONYME" and the distinctive title "LAMDA APPLIED SA", headquartered at the Municipality of P. Faliro, 6 Kartsivanis Str., with SA Registration No.: 52591/01NT/B/02/43(08) and
"ALAPIS PHARMA PHARMACEUTICAL, INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME" and the distinctive title, "ALAPIS PHARMA SA", headquartered at the Municipality of P. Faliro, 6 Kartsivanis Str., with SA Registration No.: 36712/01ΝΤ/Β/96/232(06) release the following summary of their draft merger agreement as of March 5, 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 societes anonymes "LAMDA APPLIED PHARMACEUTICAL LABORATORY OF APPLIED RESEARCH SOCIETE ANONYME" and "ALAPIS PHARMA PHARMACEUTICAL, INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME" from "ALAPIS SOCIETE ANONYME HOLDINGS, INDUSTRIAL AND COMMERCIAL COMPANY OF PHARMACEUTICAL, CHEMICAL AND BIOLOGICAL PRODUCTS", on the basis of their financial statements (balance sheets ) as at 31-12-2008. The absorbed companies shall transfer their 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 merging companies.
The share capital of the absorbed companies amounts for "LAMDA APPLIED PHARMACEUTICAL LABORATORY OF APPLIED RESEARCH SOCIETE ANONYME" to 700,000 euro, divided into 35,000 shares at par value 20.00 euro each and for "ALAPIS PHARMA PHARMACEUTICAL, INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME" amounts to 4,042,082 euro, divided into 137,720 shares at par value 29.35 euro each.
The absorbing company owns the total shares of the absorbed companies, at an acquisition value of 975,000 euro for "LAMDA APPLIED PHARMACEUTICAL LABORATORY OF APPLIED RESEARCH SOCIETE ANONYME" and 21,500,000 euro for "ALAPIS PHARMA PHARMACEUTICAL, INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME" The share capital of the absorbing company which amounts to 294,180,066 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 companies
The capital contributed, which amounts for the first absorbed company to 700,000 euro and for the second absorbed company to 4,042,082 euro is counter balanced due to the cross holdings of the absorbing company. The difference between the capital contributed and the acquisition value which stands at 275,000 for the first absorbed company and at 17,457,918 for the second absorbed company is recorded in the account "Difference generated by the L. 2166/1993 transformation".
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 companies 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 companies 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 companies 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.