ALAPIS Α.Β.Ε.Ε.
Abstract of Draft Merger Agreement.
ALAPIS S.A., discloses regarding the merger by absorption of the subsidiary companies "COMMERCE OF MEDICAL DEVICES AND SANITARY MATERIALS OMIKRON MEDICAL S.A." and "IMPORT INDUSTRIAL COMPANY FOR THE PROMOTION OF MEDICAL AND LABORATORY EQUIPMENT LABOMED S.A." by "IOCHEM DIAGNOSTICS S.A. FOR THE REPRESENTATION - IMPORT - COMMERCE OF DIAGNOSTIC - HOSPITAL EQUIPMENT & MEDICINES", 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 "COMMERCE OF MEDICAL DEVICES AND SANITARY MATERIALS OMIKRON MEDICAL S.A." and "IMPORT INDUSTRIAL COMPANY FOR THE PROMOTION MEDICAL AND LABORATORY EQUIPMENT LABOMED S.A." BY "BIOCHEM DIAGNOSTICS S.A. FOR THE REPRESENTATION - IMPORT - COMMERCE OF DIAGNOSTIC - HOSPITAL EQUIPMENT & MEDICINES"
According to the provisions of paragraph 1, article 70 of C.L. 2190/1920, the Board of Directors of the societes anonymes, a) "BIOCHEM DIAGNOSTICS S.A. FOR THE REPRESENTATION - IMPORT - COMMERCE OF DIAGNOSTIC - HOSPITAL EQUIPMENT & MEDICINES" and the distinctive title "BIOCHEM DIAGNOSTICS S.A.", headquartered at Alimos Attica, 9 Zalogou str., with No in the register of S.A. 24569/01ΝΤ/Β/91/1328 b) "COMMERCE OF MEDICAL DEVICES AND SANITARY MATERIALS OMIKRON MEDICAL S.A.", headquartered at Kalithea Attica, 29 Tagmatarxou Plessa str. and Sokratous str., with No in the register of S.A. 24199/01ΝΤ/Β/91/1422, and c) "IMPORT INDUSTRIAL COMPANY FOR THE PROMOTION MEDICAL AND LABORA-TORY EQUIPMENT LABOMED S.A." and the distinctive title «LABOMED S.A.", headquar-tered at Municipality of Alimos, 9 Zalogou str., with No in the register of S.A. 35402/01ΝΤ/Β/96/50 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 68 par. 2 and 69-77a of the C.L. 2190/20 and articles 1-5 of L. 2166/93, via the absorption of the societies anonyms "COMMERCE OF MEDICAL DEVICES AND SANITARY MATERIALS OMIKRON MEDICAL S.A." and "IMPORT INDUSTRIAL COMPANY FOR THE PROMOTION MEDICAL AND LABORATORY EQUIPMENT LABOMED S.A." by the societe anonyme "BIOCHEM DIAGNOSTICS S.A. FOR THE REPRESENTATION - IMPORT - COMMERCE OF DIAGNOSTIC - HOSPITAL EQUIPMENT & MEDICINES", in accordance to their financial statements (balance sheets ) as at 31-12-2008.
The absorbed companies shall transfer their total properties (assets and liabilities) to the ab-sorbing company on the property basis of their 31-12-2008 balance sheets and as this (prop-erty) 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 absorbing company "BIOCHEM DIAGNOSTICS S.A. FOR THE REPRESENTATION - IMPORT - COMMERCE OF DIAGNOSTIC - HOSPITAL EQUIPMENT & MEDICINES", that amounts euro two million seven hundred seventy two thousands (2,772,000euro), increased due to the merger by the amount of the share capital of the ab-sorbed companies "COMMERCE OF MEDICAL DEVICES AND SANITARY MATERIALS OMIKRON MEDICAL S.A." that amounts euro six million five hundred thousand and "IMPORT INDUSTRIAL COMPANY FOR THE PROMOTION MEDICAL AND LABORATORY EQUIPMENT LABOMED S.A." that amounts euro ninety three thousand seven hundred sixty and will stand at nine million three hundred sixty five thousand seven hundred sixty divided into thirty one million two hundred nineteen thousand two hundred shares at par value 0.30 euro each.
Upon completion of the merger the new shares of the absorbing entity will be issued which will be offered in exchange for the shares of he absorbed entities' shareholders at the follow-ing share exchange ratio. The absorbed entities' shareholders will deliver their shares to the absorbing entity's head-quarters at a date to be determined by its Board of Directors and will collect in exchange the new shares. The existing shares of the absorbed entities will be canceled pursuant to the special minutes of the Board of Directors of the absorbing entity for this matter.
The share exchange ratio of the shares of the merged entities to the shares that will be deli-vered by the absorbing entity has been determined to be 52.37% for the Absorbing S.A., 39.51 % for the 1st Absorbed Entity and 8.12% for the 2nd Absorbed Entity or each shareholder of the Absorbing Entity will exchange 1 share of par value euro 0.30 to 1.76927881 new shares of the absorbing entity of par value euro 0.30 each, or the shareholders of the Ab-sorbing Entity will receive a total of 16,348,136 new shares of par value euro 0.30 each, each shareholder of the 1st absorbed entity will exchange 1 share of par value euro 31.25 each owned in the 1st absorbed to 59.30366342 new shares of the absorbed entity of par value euro 0.30 each, or the shareholders of the 1st Absorbed Entity will receive a total of 12,335,162 new shares of par value euro 0.30 each, each shareholder of the 2nd absorbed entity will exchange 1 share of par value euro 2.93 each owned in the 2nd absorbed to 79.24693043 new shares of the absorbed entity of par value euro 0.30 each, or the shareholders of the 1st Absorbed Entity will receive a total of 2,535,902 new shares of par value euro 0.30 each
As of the date of the completion of the merger the share to be delivered to the shareholders of the absorbed entity will bear the right to participate at the earnings of the absorbing entity.
As of 1-1-2009 that is the date following the transformation balance sheet, based on which numbers the merger is being realized up until the date of the merger completion, all actions and transactions of the absorbed entities are considered to be executed on behalf of the absorbing entity for accounting purposes, and the financial results of the same period will either benefit or burden exclusively the absorbing entity. The amounts of such transactions will be recorded via transfer to the accounting books of the absorbing entity. There are not any shareholders of the absorbed companies who have special rights or privi-leges or hold any other titles apart from shares. For the BoD Members and the merging companies ordinary auditors, 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.
The Draft Merger Agreement, that was prepared pursuant to the agreement by the Merging Companies? Board of Directors, is pending the approval of the Merger by the Merging Com-panies General Shareholders? Meetings and the obtainment of all the, required by Law, ap-provals and licenses from the appropriate authorities. The absorbing companies agree that the ?new company? that will emerge by the merger will be under the name «ALAPIS MEDICAL & DIAGNOSTICS SOCIETE ANONYME FOR THE IMPORT AND COMMERCE OF DIAGNOSTIC MEDICAL LABORATORY EQUIPMENT, MEDICAL MACHINERY OF SANITARY MATERIALS & MEDICAL PRODUCT and distinctive title "ALAPIS MEDICAL & DIAGNOSTICS".
One month prior to the commencement of the results of the Deed of Merger, all shareholders of the Merging Companies reserve the right to receive knowledge of the documents provided under article 73 par. 1 cases a, b and c of L. 2190/1920 at the headquarters of the merging companies. All dissemination formalities pursuant to the provisions of par. 3 article 69 of L. 2190/1920 are fulfilled.
THE BOARD OF DIRECTORS OF THE MERGED COMPANIES
ABSTRACT
Draft Merger Agreement VIA ABSORPTION OF THE SOCIETE ANONYME "COMMERCE OF MEDICAL DEVICES AND SANITARY MATERIALS OMIKRON MEDICAL S.A." and "IMPORT INDUSTRIAL COMPANY FOR THE PROMOTION MEDICAL AND LABORATORY EQUIPMENT LABOMED S.A." BY "BIOCHEM DIAGNOSTICS S.A. FOR THE REPRESENTATION - IMPORT - COMMERCE OF DIAGNOSTIC - HOSPITAL EQUIPMENT & MEDICINES"
According to the provisions of paragraph 1, article 70 of C.L. 2190/1920, the Board of Directors of the societes anonymes, a) "BIOCHEM DIAGNOSTICS S.A. FOR THE REPRESENTATION - IMPORT - COMMERCE OF DIAGNOSTIC - HOSPITAL EQUIPMENT & MEDICINES" and the distinctive title "BIOCHEM DIAGNOSTICS S.A.", headquartered at Alimos Attica, 9 Zalogou str., with No in the register of S.A. 24569/01ΝΤ/Β/91/1328 b) "COMMERCE OF MEDICAL DEVICES AND SANITARY MATERIALS OMIKRON MEDICAL S.A.", headquartered at Kalithea Attica, 29 Tagmatarxou Plessa str. and Sokratous str., with No in the register of S.A. 24199/01ΝΤ/Β/91/1422, and c) "IMPORT INDUSTRIAL COMPANY FOR THE PROMOTION MEDICAL AND LABORA-TORY EQUIPMENT LABOMED S.A." and the distinctive title «LABOMED S.A.", headquar-tered at Municipality of Alimos, 9 Zalogou str., with No in the register of S.A. 35402/01ΝΤ/Β/96/50 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 68 par. 2 and 69-77a of the C.L. 2190/20 and articles 1-5 of L. 2166/93, via the absorption of the societies anonyms "COMMERCE OF MEDICAL DEVICES AND SANITARY MATERIALS OMIKRON MEDICAL S.A." and "IMPORT INDUSTRIAL COMPANY FOR THE PROMOTION MEDICAL AND LABORATORY EQUIPMENT LABOMED S.A." by the societe anonyme "BIOCHEM DIAGNOSTICS S.A. FOR THE REPRESENTATION - IMPORT - COMMERCE OF DIAGNOSTIC - HOSPITAL EQUIPMENT & MEDICINES", in accordance to their financial statements (balance sheets ) as at 31-12-2008.
The absorbed companies shall transfer their total properties (assets and liabilities) to the ab-sorbing company on the property basis of their 31-12-2008 balance sheets and as this (prop-erty) 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 absorbing company "BIOCHEM DIAGNOSTICS S.A. FOR THE REPRESENTATION - IMPORT - COMMERCE OF DIAGNOSTIC - HOSPITAL EQUIPMENT & MEDICINES", that amounts euro two million seven hundred seventy two thousands (2,772,000euro), increased due to the merger by the amount of the share capital of the ab-sorbed companies "COMMERCE OF MEDICAL DEVICES AND SANITARY MATERIALS OMIKRON MEDICAL S.A." that amounts euro six million five hundred thousand and "IMPORT INDUSTRIAL COMPANY FOR THE PROMOTION MEDICAL AND LABORATORY EQUIPMENT LABOMED S.A." that amounts euro ninety three thousand seven hundred sixty and will stand at nine million three hundred sixty five thousand seven hundred sixty divided into thirty one million two hundred nineteen thousand two hundred shares at par value 0.30 euro each.
Upon completion of the merger the new shares of the absorbing entity will be issued which will be offered in exchange for the shares of he absorbed entities' shareholders at the follow-ing share exchange ratio. The absorbed entities' shareholders will deliver their shares to the absorbing entity's head-quarters at a date to be determined by its Board of Directors and will collect in exchange the new shares. The existing shares of the absorbed entities will be canceled pursuant to the special minutes of the Board of Directors of the absorbing entity for this matter.
The share exchange ratio of the shares of the merged entities to the shares that will be deli-vered by the absorbing entity has been determined to be 52.37% for the Absorbing S.A., 39.51 % for the 1st Absorbed Entity and 8.12% for the 2nd Absorbed Entity or each shareholder of the Absorbing Entity will exchange 1 share of par value euro 0.30 to 1.76927881 new shares of the absorbing entity of par value euro 0.30 each, or the shareholders of the Ab-sorbing Entity will receive a total of 16,348,136 new shares of par value euro 0.30 each, each shareholder of the 1st absorbed entity will exchange 1 share of par value euro 31.25 each owned in the 1st absorbed to 59.30366342 new shares of the absorbed entity of par value euro 0.30 each, or the shareholders of the 1st Absorbed Entity will receive a total of 12,335,162 new shares of par value euro 0.30 each, each shareholder of the 2nd absorbed entity will exchange 1 share of par value euro 2.93 each owned in the 2nd absorbed to 79.24693043 new shares of the absorbed entity of par value euro 0.30 each, or the shareholders of the 1st Absorbed Entity will receive a total of 2,535,902 new shares of par value euro 0.30 each
As of the date of the completion of the merger the share to be delivered to the shareholders of the absorbed entity will bear the right to participate at the earnings of the absorbing entity.
As of 1-1-2009 that is the date following the transformation balance sheet, based on which numbers the merger is being realized up until the date of the merger completion, all actions and transactions of the absorbed entities are considered to be executed on behalf of the absorbing entity for accounting purposes, and the financial results of the same period will either benefit or burden exclusively the absorbing entity. The amounts of such transactions will be recorded via transfer to the accounting books of the absorbing entity. There are not any shareholders of the absorbed companies who have special rights or privi-leges or hold any other titles apart from shares. For the BoD Members and the merging companies ordinary auditors, 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.
The Draft Merger Agreement, that was prepared pursuant to the agreement by the Merging Companies? Board of Directors, is pending the approval of the Merger by the Merging Com-panies General Shareholders? Meetings and the obtainment of all the, required by Law, ap-provals and licenses from the appropriate authorities. The absorbing companies agree that the ?new company? that will emerge by the merger will be under the name «ALAPIS MEDICAL & DIAGNOSTICS SOCIETE ANONYME FOR THE IMPORT AND COMMERCE OF DIAGNOSTIC MEDICAL LABORATORY EQUIPMENT, MEDICAL MACHINERY OF SANITARY MATERIALS & MEDICAL PRODUCT and distinctive title "ALAPIS MEDICAL & DIAGNOSTICS".
One month prior to the commencement of the results of the Deed of Merger, all shareholders of the Merging Companies reserve the right to receive knowledge of the documents provided under article 73 par. 1 cases a, b and c of L. 2190/1920 at the headquarters of the merging companies. All dissemination formalities pursuant to the provisions of par. 3 article 69 of L. 2190/1920 are fulfilled.
THE BOARD OF DIRECTORS OF THE MERGED COMPANIES