M&A Activity • Aug 19, 2020
M&A Activity
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KRKA, d. d., Novo mesto Šmarješka cesta 6 8501 Novo mesto Slovenija Telefon (07) 331 21 11 Telefaks (07) 332 15 37
www.krka.si
The management board of KRKA, d. d., Novo mesto, Šmarješka cesta 6, Novo mesto and the management of company Farma GRS, d. o., Seidlova cesta 70, Novo mesto, pursuant to the Paragraph 1 of Article 586 of the Companies Act-1 (ZGD-1), hereby
That on 17 August 2020, the Contract on Merger by Acquisition concluded between the acquired company Farma GRS, farmacevtsko gospodarsko razvojno središče, d. o. o., Seidlova cesta 70, 8000 Novo mesto, company registration no. 3913767000, and the acquiring company KRKA, tovarna zdravil, d. d., Novo mesto, Šmarješka cesta 6, 8000 Novo mesto, company registration no. 5043611000, was submitted to registration authority.
The managements of the two companies hereby notify the shareholders of KRKA, d. d., Novo mesto and the sole partner of Farma GRS, d. o. of their rights stipulated in Article 586 of the Companies Act-1 (ZGD-1) that for at least one month, at the registered offices of the two companies, every working day between 10:00 CEST and 13:00 CEST, the following documents are available for inspection: Contract on Merger by Acquisition, annual reports of the two companies for the last three business years, audited final report of Farma GRS, d. o. o. as at 30 June 2020, interim statement of financial position of KRKA, d. d., Novo mesto as of 30 June 2020, report on the merger by acquisition by managements of the two companies and the report on the review of the merger by acquisition by the Supervisory Board of KRKA, d. d., Novo mesto. The shareholders of the acquiring company KRKA d. d., Novo mesto and the sole partner of the acquired company Farma GRS, d. o. o. have the right to request copies of the above-mentioned documents, which are to be given free of charge no later than the following working day.
Pursuant to Article 599 of the Companies Act-1 (ZGD-1) (simplified merger-by-acquisition procedure) the consent of the Annual General Meeting of the acquiring company KRKA, d. d., Novo mesto is not required for the Contract of Merger by Acquisition to be valid. The Annual General Meeting of the acquiring company must decide on the consent for the merger by acquisition only if its shareholders, holding at least one-twentieth (1/20) of the subscribed capital of the acquiring company, within one month from the date of publishing this notice demand the Annual General Meeting be convened to decide on the consent for the merger by acquisition.
Novo mesto, 18 August 2020
KRKA, d. d., Novo mesto 4
Jože Colarič President of the Management Board
Farma GRS, d. o. o.
Peter Skubic Director
Registrski vložek 1/00097/00 pri Okrožnem sodišču Novo mesto. Osnovni kapital: 54.732.264,71 EUR. Identifikacijska številka za DDV: Sl8264716.
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