Endomines decides on a change of domicile from Sweden to Finland through a cross-border downstream merger
On
The analysis carried out by
The change of domicile in brief
- The new merger plan was approved and signed today by the board of
Endodominant respectively Endomines Finland. The merger and change of domicile are planned to take effect on or aboutDecember 16, 2022 . The shares in Endomines Finland are intended to be listed on Nasdaq Helsinki only after the completion of the Merger. - The merger plan is subject to approval by the general meeting
Endodominant which is planned to be held on or aboutSeptember 23, 2022 . The merger plan will be available atendodomin website at least one month before the extraordinary general meeting and the prospectus that will be drawn up in connection with the Merger (see further information below) will be available atendodomin website no later than two weeks before the extraordinary general meeting. - The ownership structure of Endomines Finland after the Merger will be identical to
endodomin the ownership structure immediately before the merger. In the merger,endodomin shareholders will thus receive one new share in Endomines Finland for each share heldEndodominant . - The board for
Endodominant intends to propose to the general meeting that will decide on approval of the merger plan to also decide on a reverse share split inEndodominant whereby forty (40) shares will be proposed to be merged into one (1) share. The reason for the proposed reverse stock split is to achieve a more appropriate number of shares, taking into account the price at whichendodomin shares have been traded on Nasdaq Stockholm and Nasdaq Helsinki during the past year. Since the exchange ratio in the Merger is intended to be 1:1, in accordance with what is described above, the total number of shares in Endomines Finland after the Merger will amount to such a lower number of shares. - Assets, liabilities and employees i
Endodominant will be transferred to Endomines Finland in the Merger by general succession. - The merger consideration will be issued automatically and no action is required from the shareholders in
Endodominant in relation to that. However, the merger consideration cannot be delivered automatically to the shareholders inEndodominant who have their shares registered in a CSD account in their own name iEuroclear Sweden (“VPC account“). In order to receive the merger consideration, such stockholders must submit the account information for a CSD account registered in the name of a trustee on behalf of the stockholder (“Manager account“) toEndodominant , after which the merger consideration will be delivered to the specified account. The nominated custodian account may be an existing custodian account or a new custodian account opened by the shareholder specifically for this purpose. If shareholders inEndodominant who have their shares registered in a VPC account withEuroclear Sweden transfer their shares to a trustee account before the Merger is completed, the merger consideration will be issued automatically. A Finnish citizen, corporate entity or foundation that currently has a VPC account registered toEuroclear Sweden will need to open a CSD account in Euroclear Finland to receive the merger consideration.
Endomines Finland intends to submit a prospectus for the Merger with
“We are confident that the merger will be beneficial to
Delisting
As previously announced, it is not possible to list the shares in Endomines Finland on Nasdaq Stockholm after the implementation of the Merger due to technical affiliation reasons in relation to
In connection with the planned merger,
Prior to the decision to apply for delisting,
In the opinion (AMN 2022:23), which will be published on www.aktiemarknadsnamnden.se, the council concludes, based on the facts stated in the request, that an application for delisting of
Advisor
Borenius Advokater and Advokatfirman Schjødt act as legal advisers to
For further information, please contact:
This information has been submitted for publication through the contact person above at
.
About
The shares are traded on Nasdaq Stockholm (ENDO) and Nasdaq Helsinki (ENDOM).
https://mb.cision.com/Main/2472/3616512/1616507.pdf
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