ALAPIS Α.Β.Ε.Ε.
Announcement
ALAPIS SA, discloses regarding the merger by absorption of the societe anonyme "PNG Gerolymantos Health and Beauty Commercial and Industrial Societe Anonyme" by "ALAPIS SOCIETE ANONYME HOLDINGS, INDUSTRIAL AND COMMERCIAL COMPANY OF PHARMACEUTICAL, CHEMICAL AND ORGANIC PRODUCTS" 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 "PNG Gerolymantos Health and Beauty Commercial and Industrial Societe Anonyme" by "ALAPIS SOCIETE ANONYME HOLDINGS, INDUSTRIAL AND COMMERCIAL COMPANY OF PHARMACEUTICAL, CHEMICAL AND ORGANIC 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 ORGANIC PRODUCTS", headquartered at the Municipality of Athens, 2 Aftokratos Nikolaou st., with SA Registration No.: 8057/06/Β/86/11 and "PNG Gerolymantos Health and Beauty Commercial and Industrial Societe Anonyme", and the distinctive title "PNG GEROLYMATOS S.A." headquartered at Krioneri, Attica, at 13 Asklipiou str. with SA Registration No.: 44162/04/Β/99/111 release the following summary of their draft merger agreement as of September 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 "PNG Gerolymantos Health and Beauty Commercial and Industrial Societe Anonyme" by "ALAPIS SOCIETE ANONYME HOLDINGS, INDUSTRIAL AND COMMERCIAL COMPANY OF PHARMACEUTICAL, CHEMICAL AND ORGANIC PRODUCTS", on the basis of their financial statements (balance sheets) as at 30-06-2009.
The absorbed company shall transfer its total properties (assets and liabilities) to the absorbing company on the property basis of their 30-06-2009 balance sheets and as this (property) will be formed upon the legal completion of the merger.
It has already been decided and is pending to be completed the spinoff of the sector of diagnostics of the absorbed company that will be contributed to the company "HEALTH DEVICES & EQUIPMENT S.A." with the distinctive title "MEDIMEC S.A." with transformation balance sheet date (financial statements) 30.06.2009. Upon the completion of the spin off this sector will be excluded by the total assets of the absorbed company and will be recorded in the account "Participations and other long-term receivables" based on the net equity resulting by the spinoff of the sector.
The absorbing company will be the sole owner, tenant, holder and proprietor of every asset of the absorbed company apart from the sector of diagnostics that will spun off before the completion of the absorption.
The share capital of the absorbed company "PNG Gerolymantos Health and Beauty Commercial and Industrial Societe Anonyme" amounts to 24,000,000.00 euro, divided into 30,000,000 bearer shares at par value 0.80 euro each.
The absorbing company owns the total shares of the absorbed company, at an acquisition value of 200,016,667 euro.
The share capital of the absorbing company which amounts to 588,360,132 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.
The contributed share capital of the absorbing company which amounts to 24,000,000.00 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 176,016,667 for the absorbed company is recorded in the account "Difference generated by the L. 2166/1993 transformation".
As of 1-7-2009 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 "PNG Gerolymantos Health and Beauty Commercial and Industrial Societe Anonyme" by "ALAPIS SOCIETE ANONYME HOLDINGS, INDUSTRIAL AND COMMERCIAL COMPANY OF PHARMACEUTICAL, CHEMICAL AND ORGANIC 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 ORGANIC PRODUCTS", headquartered at the Municipality of Athens, 2 Aftokratos Nikolaou st., with SA Registration No.: 8057/06/Β/86/11 and "PNG Gerolymantos Health and Beauty Commercial and Industrial Societe Anonyme", and the distinctive title "PNG GEROLYMATOS S.A." headquartered at Krioneri, Attica, at 13 Asklipiou str. with SA Registration No.: 44162/04/Β/99/111 release the following summary of their draft merger agreement as of September 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 "PNG Gerolymantos Health and Beauty Commercial and Industrial Societe Anonyme" by "ALAPIS SOCIETE ANONYME HOLDINGS, INDUSTRIAL AND COMMERCIAL COMPANY OF PHARMACEUTICAL, CHEMICAL AND ORGANIC PRODUCTS", on the basis of their financial statements (balance sheets) as at 30-06-2009.
The absorbed company shall transfer its total properties (assets and liabilities) to the absorbing company on the property basis of their 30-06-2009 balance sheets and as this (property) will be formed upon the legal completion of the merger.
It has already been decided and is pending to be completed the spinoff of the sector of diagnostics of the absorbed company that will be contributed to the company "HEALTH DEVICES & EQUIPMENT S.A." with the distinctive title "MEDIMEC S.A." with transformation balance sheet date (financial statements) 30.06.2009. Upon the completion of the spin off this sector will be excluded by the total assets of the absorbed company and will be recorded in the account "Participations and other long-term receivables" based on the net equity resulting by the spinoff of the sector.
The absorbing company will be the sole owner, tenant, holder and proprietor of every asset of the absorbed company apart from the sector of diagnostics that will spun off before the completion of the absorption.
The share capital of the absorbed company "PNG Gerolymantos Health and Beauty Commercial and Industrial Societe Anonyme" amounts to 24,000,000.00 euro, divided into 30,000,000 bearer shares at par value 0.80 euro each.
The absorbing company owns the total shares of the absorbed company, at an acquisition value of 200,016,667 euro.
The share capital of the absorbing company which amounts to 588,360,132 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.
The contributed share capital of the absorbing company which amounts to 24,000,000.00 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 176,016,667 for the absorbed company is recorded in the account "Difference generated by the L. 2166/1993 transformation".
As of 1-7-2009 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.