DGAP-News: biolitec AG: Resolution regarding merger passed by majority at the Extraordinary General Meeting
(firmenpresse) - DGAP-News: biolitec AG / Key word(s): AGM/EGM
biolitec AG: Resolution regarding merger passed by majority at the
Extraordinary General Meeting
04.09.2012 / 16:28
---------------------------------------------------------------------
Jena, 4th September 2012. Biolitec AG, listed in the 'Prime Standard' of
the Frankfurt Stock Exchange (ISIN DE0005213409), Jena, passed a resolution
concerning it merging with an Austrian subsidiary at the Extraordinary
General Meeting held in Jena.
As a result of relocating the Head Office to Austria and the downstream
merger associated with it in the entry standard, biolitec AG will be able
to utilise the options of tax optimisation, which includes the option of
Austrian group taxation. In addition, it will also be geographically closer
to the growing markets of the future in Eastern Europe and Russia. The
listing in the quality segment of the entry standard at the Frankfurt Stock
Exchange will reduce the costs for listing biolitec AG on the Exchange and
result in considerably less administrative cost and effort.
The Extraordinary General Meeting on 30th August 2012 was well attended.
The only item on the agenda was the resolution regarding the consent for
the plan of merging biolitec Unternehmensbeteiligungs I AG as the acquiring
company and biolitec AG as the company being transferred.
The downstream merger with the Austrian subsidiary company of biolitec AG
was passed with 94.1% of the votes polled with the share capital
represented being 8,302,606.00 Euros. The relocation of the Head Office to
Vienna associated with the merger is linked with the changeover to the
entry standard already announced.
Following extensive discussions, biolitec AG has enhanced the compensation
offer to the shareholders who voted against the resolution at the Annual
General Meeting that proposed the merger: for every no-par share by 0.05
Euros to a cash amount of 2.40 Euros. The costs incurred for the
compensation shall be borne by biolitec AG.
At the Extraordinary General Meeting, biolitec AG also announced that the
publication of the unaudited consolidated financial statement for 2010/2011
in German will be posted on www.biolitec.de in order to be able to provide
the shareholders with a comprehensive picture of the business development
over the past few years.
The biolitec shares are meant to be changed to shares of the biolitec
Unternehmensbeteiligungs I AG with the new value in the entry standard in
the course of the merger in order to ensure the uninterrupted trading of
shares for the shareholders in the entry standard quality segment of the
Frankfurt Stock Exchange. The exchange ratio determined by the companies
from the company to be transferred to the company acquiring the same is 10
to 1. In other words, shareholders will receive 1 share of the acquiring
company for every 10 shares of the company being merged. As a result of the
share capital of the acquiring company reducing by a factor of 10, the
merger will not lead to a dilution of the shares. Their percentage share in
the company will remain the same.
The shares shall be exchanged following registration of the merger of
biolitec AG in the companies' register and after approval by judicial
authorities.
Within a timeframe that still has to be announced the shareholders who
voted against the merger at the Annual General Meeting must issue
instructions to their depository to transfer their shares against payment
of the compensation amount of 2.40 Euros to the centralised execution
agency. The specific details regarding the exchange of the shares and the
payment of the compensation offer shall be published in a notification in
the Federal Gazette.
End of Corporate News
---------------------------------------------------------------------
04.09.2012 Dissemination of a Corporate News, transmitted by DGAP - a
company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------
Language: English
Company: biolitec AG
Otto-Schott-Str.15
07745 Jena
Germany
Phone: +49 (0) 3641 519 53 0
Fax: +49 (0) 3641 519 53 33
E-mail: info(at)biolitec.de
Internet: www.biolitec.de
ISIN: DE0005213409
WKN: 521340
Listed: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, München,
Stuttgart
End of News DGAP News-Service
---------------------------------------------------------------------
184160 04.09.2012
Themen in dieser Pressemitteilung:
Unternehmensinformation / Kurzprofil:
Datum: 04.09.2012 - 16:28 Uhr
Sprache: Deutsch
News-ID 179974
Anzahl Zeichen: 6009
contact information:
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 224 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"DGAP-News: biolitec AG: Resolution regarding merger passed by majority at the Extraordinary General Meeting"
steht unter der journalistisch-redaktionellen Verantwortung von
biolitec AG (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
