REPLIES TO LETTERS -QUESTIONS FROM THE CAPITAL MARKET COMMITTEE - CORRECT REPETITION (Correct Repetition)
22/01/2014 – Developments in the merger procedure with SELONDA SA and provision of clarifications
Following the announcement of Dias Aquaculture SA (the “Company”) dated as of 21/1/2014 and the respective request letter raised by Capital Market Committee (protocol number 773/21-1-2014) informs the investing public that the memorandum of understanding (the “MoU”), dated as of 04.04.2013 and signed between the Company and Selonda Aquaculture SA (“Selonda”) regarding the merger of the above mentioned companies through the absorption of SELONDA by the Company, in accordance with articles 69 et seq. of C.L. 2190/1920 and articles 1-5 of Law 2166/1993 (the “Merger”), since 21.1.2014 has been terminated, due to the fact that from 21.1.2014 and onwards the Company's application for submission under the procedure of article 99 et seq.of law 3588/2007 remains pending for more than ninety (90) business days. Pursuant to the MoU's provisions the Merger is , amongst others, under the closing condition that several events, into which is included the application for submission under the procedure of article 99 et seq. of law 3588/2007. shall not occur and shall not remain pending for more than ninety (90) business days, unless parties in writing waive the above mentioned closing condition.
The Company on 31.12.2013 has sent to Selonda request letter asking for its co-operation towards the Merger's completion. Since the 21.1.2014 has lapsed and Selonda has neither answered to the above mentioned letter nor waived in writing the above mentioned closing condition, pursuant to its provision the MoU has been terminated.
The Company estimates that the application for submission under article 99 et. sew of law 3588/2007 whose hearing is set for 29.1.2014 will be successful.