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Cyfrowy Polsat S.A. M&A Activity 2017

May 18, 2017

5576_rns_2017-05-18_1763beff-a29f-4949-985b-1630b6e05ad3.html

M&A Activity

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Subject:Notice ofintention to conduct a cross-border merger by acquisition betweenCyfrowy Polsat S.A. seated in Warsaw and Eileme 1 AB (Publ) seated inStockholm, Eileme 2 AB (Publ) seated in Stockholm, Eileme 3 AB (Publ)seated in Stockholm and Eileme 4 AB (Publ) seated in Stockholm

The Management Board ofCyfrowy Polsat S.A. ("Cyfrowy Polsat" or the "AcquiringCompany"), in accordance with article 504 § 1 and § 2 of the PolishCommercial Companies Code (the "CCC"), informs theshareholders of Cyfrowy Polsat of the planned cross-border merger byacquisition of Cyfrowy Polsat and the companies: Eileme 1 AB (Publ)seated in Stockholm, registered in the Swedish Companies Register(original name: aktiebolagsregistret) under the number 556854-5668;Eileme 2 AB (Publ) seated in Stockholm, registered in the SwedishCompanies Register under the number 556854-5676; Eileme 3 AB (Publ)seated in Stockholm, registered in the Swedish Companies Register underthe number 556854-5692; Eileme 4 AB (Publ) seated in Stockholm,registered in the Swedish Companies Register (under the number556854-5684 (the "Ceasing Companies"), in which CyfrowyPolsat holds, directly or indirectly, 100% of the share capital.

The merger will be effectedby:

(i) transferring to theAcquiring Company - as the entity holding, directly or indirectly, 100%of the share capital of the Ceasing Companies - all the assets andliabilities of the Ceasing Companies, and

(ii) dissolving of theCeasing Companies without going into liquidation,

in accordance with article492 §1 item 1) of the CCC, in conjunction with article 516(15) of theCCC and article 516ą of the CCC.

As a result of the merger,Cyfrowy Polsat - in accordance with article 494 §1 of the CCC - willassume all rights and obligations of the Ceasing Companies, effective onthe date of the merger.

Given that the AcquiringCompany holds, directly or indirectly, all the shares of the CeasingCompanies, and according to article 515 §1 of the CCC, the merger willbe effected without increasing the share capital of the AcquiringCompany.

The detailed terms of themerger are specified in the Common Draft Terms of a Cross-Border Mergerby Acquisition approved on May 17, 2017 and made publicly available,free of charge, on the website of the Acquiring Company athttp://www.grupapolsat.pl/en/investor-relations, in accordance witharticle 516(4) §1 of the CCC.

With regard to the fact thatthe Acquiring Company holds, directly or indirectly, all the shares inthe Ceasing Companies, in accordance with art. 516(15) of the CCC inconjunction with art 516[6] of the CCC, the Common Draft Terms of aCross-Border Merger by Acquisition are not subject to review by anindependent auditor.

Concurrently, the ManagementBoard of Cyfrowy Polsat informs that the following documents:

1. Common Draft Terms of aCross-Border Merger by Acquisition,

2. Financial statements andManagement Board's reports on the activities of the merging companiesfor the last three financial years, together with the opinion of anindependent auditor and report supplementing the auditor's opinion (ifan opinion or a report had been issued),

3. Report of the ManagementBoard justifying the merger,

(the "MergerDocuments") will be available for inspection to Cyfrowy Polsatshareholders and employees from the date of publication of thisannouncement, that is May 17, 2017, until the date of adoption of aresolution regarding the merger.

The Merger Documents will beavailable in the head office of Cyfrowy Polsat, at 4A Łubinowa Street inWarsaw, building B1, from Monday to Friday from 9.00 a.m. to 4.00 p.m.

Cyfrowy Polsat shareholdersand employees may request copies of the Merger Documents free of chargeat the head office of Cyfrowy Polsat.

This notice is the firstnotice.