M&A Activity • Jul 26, 2018
M&A Activity
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Subject: Closing of the acquisition of 100% of the shares of ProplanPlant Protection Company, S.L.
In connection with the current report No. 12/2018 dated 28 May 2018, theManagement Board of CIECH S.A. (the "Company" or the "Issuer") informsthat on 26 July 2018 all the conditions precedent under the sale andpurchase agreement dated 28 May 2018 (the "Transaction") were completedas a result of which the Company acquired 25,000 shares representing100% of share capital of Proplan Plant Protection Company, S.L.("Proplan", "Proplan Shares").
The Transaction includes also 6,250 shares representing 25% of the sharecapital of Proplan (the "Additional Shares") which were subject to putand call options, however the parties decided to include the AdditionalShares into the closed Transaction. In order to implement the foregoing,the sale and purchase agreement dated 28 May 2018 was replaced by a saleand purchase agreement dated 26 July 2018.
Closing of the Transaction by way of acquisition of all the ProplanShares took place by means of a transfer deed that was executed on 26July 2018. The purchase price for the Proplan Shares was EUR44,615,188.00, provided that an amount equivalent to EUR 4,461,518.80 ofthe purchase price shall be deferred and paid in equal instalmentsbetween 2019 and 2022.
The Issuer informs, that Supervisory Board of the Company granted theconsent for the conclusion of the Transaction regarding the acquisitionof 100 % of the share capital of Proplan.
Legal basis: Article 17.1 of the Regulation of the European Parliamentand of the Council (EU) No. 596/2014 of 16 April 2014 on Market Abuse(the Market Abuse Regulation) and repealing Directive 2003/6/EC of theEuropean Parliament and of the Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of theEuropean Union L No. 173, p. 1) (the "MAR").
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