Merger between Eckert & Ziegler BEBIG SA and Eckert & Ziegler Strahlen- und Medizintechnik AG - Announcement of the approval of the merger by the Extraordinary General Shareholders' Meeting of BEBIG.
Seneffe, Belgium, December 21, 2018.
Shareholders' general meeting
The EGM of BEBIG approved on 21 December 2018 (i) the modification of the financial year of BEBIG and (ii) the cross-border merger by absorption of BEBIG by EZAG, pursuant to which the absorbed company (BEBIG) will be absorbed by the absorbing company (EZAG) and all assets and liabilities of BEBIG will be transferred to EZAG.
The merger has also been approved by the EGM of EZAG on 20 December 2018.
The merger is expected to be effective before 31 January 2019, on the date on which the commercial register of EZAG, i.e. the Handelsregister Berlin-Charlottenburg, will register the merger further to the approval of the shareholders of both merging companies. As a consequence thereof, BEBIG shares will be delisted from Euronext Brussels (and cancelled) and BEBIG's shareholders will be allocated EZAG shares, which are listed on Frankfurt Stock Exchange.
The shareholders of BEBIG and EZAG approved the proposed exchange ratio of 5.3 : 1 for the merger, so that the holder of 5.3 shares in BEBIG will be entitled to receive one share in EZAG.
This exchange ratio has been determined on the basis of the discounted cash flow methods which have been deemed as the most appropriate valuation method by the boards of directors of BEBIG and EZAG, based on the work performed by the different experts.
Fractions of shares
The fractions of the allocated EZAG shares (the EZAG Exchange Shares) resulting from the exchange ratio will initially be allocated to the shareholders in a separate ISIN for partial rights. The custodian banks of the BEBIG shareholders are requested to transfer the full EZAG Exchange Shares and the combined partial rights to full EZAG Exchange Shares booked with the respective shareholders into the common ISIN of the EZAG shares. After a conversion period of at least 10 days, the remaining partial rights will be subject to a compulsory merger into full EZAG Exchange Shares by Clearstream Banking AG via the trustee's account. The trustee will then sell all full EZAG Exchange Shares on the stock exchange for the account of the shareholders concerned. After this realization, the trustee will distribute the cash proceeds to the shareholders in proportion to the fractions allocated to them, with the involvement of the custodian banks or depositaries.
Eckert & Ziegler BEBIG SA
Tel. +32 64 520 808