AXON HOLDINGS S.A., in the context of information provided to investors, announces that Decision No 14506/28-5-2008 of the Secretary-General for the Region, which was recorded in the registers of Eastern Attica Prefecture on 17/6/2008, approved the Merger through absorption of ELSON S.A., PRISMA TECHNOLOGY S.A. and AXON PROPERTY S.A. - REAL ESTATE MANAGEMENT AND OPERATION, HOTEL, TRADING, ENTERTAINMENT COMPANY by "SONAK S.A. - ELECTRONIC AND IT SYSTEMS AND PROGRAMS", a subsidiary of AXON HOLDINGS Group, pursuant to the provisions of Article 68 et seq. of Codified Law 2190/20, as in force, in conjunction with the provision of Articles 1-5 of Law 2166/93.
Note that ELSON S.A. and PRISMA TECHNOLOGY S.A. are also subsidiaries of AXON HOLDINGS Group and are active in IT, leading-edge technology and special applications fields while AXON PROPERTY S.A. - REAL ESTATE MANAGEMENT AND OPERATION, HOTEL, TRADING, ENTERTAINMENT COMPANY is active in the trade of outdoor cooling systems.
The reasons taken into account, which will promote the interests of all four merged companies, are the following: a) Operating expenses and cost will be reduced; b) better organization and more rational allocation of the powers of corporate executives will be attained; c) turnover increase will be attained;
d) financial results will be considerably enhanced; e) advantage will be taken of the tax incentives stipulated by Greek Laws on mergers; f) access to capital markets will be improved; and g) more rational organisation and allocation of powers will be attained.
The merger took place by transferring all of the property (assets & liabilities) of the three absorbed companies to the absorbing "SONAK S.A. - ELECTRONIC AND IT SYSTEMS AND PROGRAMS", based on the financial data (transformation balance sheets) as at 31-10-2007 of the absorbed companies. Following completion of the merger, the share capital of the absorbing "SONAK S.A. - ELECTRONIC AND IT SYSTEMS AND PROGRAMS", which amounted to euro 5,512,097.66 and was divided into 1,881,262 ordinary registered shares with a nominal value of euro 2.93 each, was increased by the sum of the share capital of the absorbed companies less the participation of "SONAK S.A. - ELECTRONIC AND IT SYSTEMS AND PROGRAMS" in the share capital of the absorbed companies and came to euro 5,985,661.84, divided into 2,042,888 ordinary registered shares with a nominal value of euro 2.93 each.
The exchange ratio of the merged companies' shares is the following: The shareholders of "SONAK S.A. - ELECTRONIC AND IT SYSTEMS AND PROGRAMS" exchange one share they hold with 0.99423365 shares of those that will be issued following merger; the shareholders of "ELSON S.A" exchange one share they hold with 0.07692307 shares of those that will be issued following merger; the shareholders of "AXON PROPERTY S.A. - REAL ESTATE MANAGEMENT AND OPERATION, HOTEL, TRADING, ENTERTAINMENT COMPANY" exchange one share they hold with 0.06 shares of those that will be issued following merger and, finally, the shareholders of "PRISMA TECHNOLOGY S.A." exchange one share they hold with 0.13805456 shares of those that will be issued following merger.
Following completion of the merger, the shareholding of the parent AXON HOLDINGS S.A. in the capital of the absorbing "SONAK S.A. - ELECTRONIC AND IT SYSTEMS AND PROGRAMS" came to 50.01% from 52.21% that it was prior to the merger.
A summary of the draft Merger Agreement, which includes the exchange ratio of the merged companies' shares was published in Issue No 6865/04-04-2008 of financial newspaper "KERDOS".