Summary Merger Agreement Announcement for a merger through absorption of the joint stock company "RODAX S.A" by the joint stock company "METAL CONSTRUCTIONS OF GREECE S.A"
SUMMARY MERGER AGREEMENT ANNOUNCEMENT
FOR A MERGER THROUGH ABSORPTION
OF THE JOINT-STOCK COMPANY “RODAX S.A.”
BY THE JOINT-STOCK COMPANY
“METAL CONSTRUCTIONS OF GREECE S.A.”
According to the provisions of article 78 paragraph 1 of C.L. 2190/1920, the Board of Directors of the joint-stock company named “METAL COSTRUCTIONS OF GREECE S.A.”, with headquarters in Amarousio Attikis (8, Artemidos str.), company reg. nr. 10357/06/B/86/113 and tax reg. nr. 094017290, reporting to the Large Enterprises Tax Department (hereafter the “Absorbing Company”), and the Board of Directors of the joint-stock company named “RODAX S.A.”, with headquarters in Amarousio Attikis (8, Artemidos str.), company reg. nr. 33154/01/AT/B/95/239/02 and tax reg. nr. 094417597, reporting to the Large Enterprises Tax Department (hereafter the “Absorbed Company”), announce that according to the provisions of article 78 of C.L. 2190/1920 and the articles 1-5 of law 2166/1993, as are valid today, and according to the commercial legislation in general, they both signed the Merger Agreement dated September 12 2011, stating that the above companies shall merge through absorption of “RODAX S.A.” by “METAL CONSTRUCTIONS OF GREECE S.A.”. The Agreement was submitted according to the disclosure formalities of article 69 par. 3 in conjunction with article 7b of C.L. 2190/1920 and was registered to the local registry of joint-stock companies of each company, and the relevant announcements were published as follows: a) the announcement with protocol nr. K2-8026/27.10.2011 by the Division of Joint-Stock Companies & Commerce of the Ministry of Development, Competitiveness & Shipping pertaining to the registration of the Absorbing Company's details was legally published in the Government's Gazette issue for S.A. and LTD companies and b) the announcement with protocol nr. 22580/27.10.2011 by the Department of Commerce & Tourism – Regional Unit of Northern Athens pertaining to the registration of the Absorbed Company's details was legally published in the Government's Gazette issue for S.A. and LTD companies.
According to the provisions of article 78 par.2 of C.L. 2190/1920 a decision by the General Assemblies of the Merging Companies is not required, thus deviating from article 72 of C.L. 2190/1920, since a) both the Merging Companies shall publish the Merger Agreement in line with article 69 of C.L. 2190/1920, at least one month before the merger procedure starts, and b) all the shareholders of the Absorbing Company have the right, at least one month before the merger procedure starts, to consult the following documents at the headquarters of the Absorbed Company: (i) the Merger Agreement, (ii) the annual financial statements as well as the reports of the Board of Directors of the merging companies for the last three fiscal years, (iii) a financial statement (temporary balance-sheet) of the merging companies, dated at most three months before the date of the Merger Agreement, in case the financial statements of the last fiscal year have an end date which is over six months away from the date of the Merger Agreement.
The merging companies will proceed to every action deemed necessary required in order to be granted the licenses and approvals by the competent authorities.
There follows a summary of the Merger Agreement's terms:
1. The merger shall be effected according to the provisions of article 78 of C.L. 2190/1920 and articles 1-5 of law 2166/1993, as are valid today, and in line with the commercial legislation in general, based on the transformation balance sheet of 30.6.2011.
2. Following the completion of the merger, the Absorbed Company is dissolved and ceases to exist, with no need of liquidation. The Absorbed Company's shares are annulled and the whole of its property (assets and liabilities), as derived from its accounting books and included in the Transformation Balance Sheet according to article 2 par. 2 of law 2166/1993, is transferred to the Absorbing Company. The Absorbing Company substitutes automatically and with no additional formulation, according to law, the Absorbed Company in all rights, liabilities, administrative licenses or approvals and lawful relations, with the exception of any special formulations required in order to transfer certain property (e.g. buildings, vehicles, registered shares, badges, etc.), this transfer being equal with a full succession.
3. The assets and liabilities of the Absorbed Company, as shown in the Transformation Balance-Sheet of 30.6.2011, shall be included in the Absorbing Company's assets and liabilities.
4. The share capital, the number of shares and the nominal share value of the Merging Companies are as follows:
(i) The Absorbed Company's share capital reaches the amount of one million twenty eight thousand seven hundred and ninety euros (1.028.790 €) divided into thirty four thousand two hundred and ninety three (34.293) nominal shares with a nominal value of thirty euros (30 €) each.
(ii) The Absorbing Company's share capital reaches the amount of sixteen million six hundred twenty four thousand one hundred and ninety two euros (16.624.192 €) divided into fifty one million nine hundred fifty thousand and six hundred (51.950.600) nominal shares with a nominal value of thirty two cents of euro (0,32) each.
Since the Absorbing Company possesses the total of the Absorbed Company's shares – that is, thirty four thousand two hundred and ninety three (34.293) nominal shares with a nominal value of thirty euros (30 €) each with an acquisition value nineteen million one hundred seventeen thousand four hundred thirty seven euros and seven euro cents (19.117.437,07 €)- there will be an amortization through absorption of the nineteen million one hundred seventeen thousand four hundred thirty seven euros and seven euro cents (19.117.437,07 €) stake value of the Absorbing Company by the amount of the incoming capital of the Absorbed Company – that is, by the amount of one million twenty eight thousand seven hundred and ninety euros (1.028.790 €).
5. The Absorbing Company's share capital will not be modified and the Absorbing Company is not obliged to issue new shares, since this obligation is amortized due to absorption.
6. When the merger is completed, the Absorbed Company's shares shall be annulled, having no value whatsoever, and for this reason a special annulment minute shall be drawn up by the Absorbing Company's BoD.
7. Starting from the day following the issue of the Transformation Balance-Sheet and the Financial Statement (1.07.2011) and until the day of completion of the merger, the Absorbed Company's transactions are considered, from an accounting point of view, as done on behalf of the Absorbing Company. Similarly, the financial results of the Absorbed Company for this period shall be considered as results of the Absorbing Company and the amounts shall be entered as a total in its accounting books.
8. No special advantages for the members of the Board of Directors and the Regular Auditors of the merging companies are anticipated by their Statutes or General Assembly decisions nor are offered due to this merger.
Athens, the 4th of November 2011
The Boards of Directors of the Merging Companies