Vaahto Group and Uutechnic Have Signed an Agreement on a Merger, Final Valitity Conditional to the Decisiions of EGM
VAAHTO GROUP PLC OYJ STOCK EXCHANGE RELEASE, OCTOBER 30, 2015 at 8:40 am
VAAHTO GROUP AND UUTECHNIC, TOGETHER WITH THEIR PRINCIPAL SHAREHOLDERS, HAVE SIGNED AN AGREEMENT ON A MERGER, WHICH FINAL VALIDITY IS CONDITIONAL TO THE DECISIONS OF THE COMPANIES’ EXTRAORDINARY GENERAL MEETINGS CALLED FOR OCTOBER 30, 2015.
Vaahto Group Plc Oyj and Vaahto Group’s principal shareholders Hannu Laakkonen, Mikko Laakkonen and HML Finance Oy, Uutechnic Oy and Uutechnic’s shareholders, have signed an agreement to execute a contemplated transaction in which Uutechnic is acquired by Vaahto Group in a share exchange. The agreement shall become finally valid after Uutechnic’s and Vaahto Group’s Extraordinary General Meetings have approved the transaction in its entirety and Vaahto Group’s Extraordinary General Meeting has approved the transaction, changes in ownership and other issues related to the transaction according to the draft resolution of Vaahto Group’s Board of Directors. The main terms of the agreement and the content of the transaction adhere to the conditional agreement signed on September 3, 2015, as well as to the stock exchange release of the conditional agreement released on the same day, and to the content of the invitation to the Extraordinary General Meeting and the material related to that.
Vaahto Group’s and Uutechnic’s Extraordinary General Meetings are called for October 30, 2015 to address the transaction and other matters related. If the Extraordinary General Meetings shall approve the transaction and the other matters related to the transaction according to the Board of Directors’ propose, the transaction, the ownership arrangement related to the transaction and the financing arrangement released on October 28, 2015 shall be realized in stages by the end of January 2016. The parties to the agreement have committed to vote in favor of the transaction in the Extraordinary General Meetings.
The preliminary Pro Forma-figures of post transaction group is presented i Appendix 1.
Helsinki, October 30, 2015
VAAHTO GROUP PLC OYJ
Board of Directors
Additional information:
Mr. Sami Alatalo, Chairman of the Board +358 40 826 2066
Appendix 1: Preliminary Pro Forma-figures
Vaahto Group’s audited financial statements are prepared according to international financial reporting standards (“IFRS”). Uutechnic’s financial statements are prepared according to Finnish Accounting Standards (“FAS”). In connection of preparing consolidated Pro Forma-figures, Uutechnic’s financial statements have been converted to IFRS-figures.
The figures presented in this stock exchange release include FAS to IFRS related conversion adjustments that Vaahto management has considered having significance to financial information of the business in matter. Due to certain assumptions and justified simplifications made, this unaudited preliminary consolidated Pro Forma illustration does not represent the official IFRS-consolidation for Vaahto Group or Uutechnic. Furthermore the presented preliminary unaudited figures are based on the assumption that Uutechnic’s non-business related assets are excluded.
The preparation of consolidated balance sheet is conducted applying reverse acquisition approach according to IFRS. In a reverse acquisition, Uutechnic having the majority of votes and control over the board, is considered as the acquiring entity.
The presented preliminary consolidated Pro Forma-figures are prepared only for illustrative purposes and to describe the impact on Vaahto Group’s income statement assuming the transaction had taken place before interim report, or on balance sheet if the transaction had taken place on June 30th 2015.
These presented figures do not represent actual historical financial performance or balance sheet of Vaahto Group. Neither do figures represent any kind of forecast or estimate on future development. It should also be noticed that the Pro Forma figures presented here are preliminary and are not purported to be a perfect or fully accurate representation. The figures are subject to change in forthcoming releases or reportings.
| Consolidated Pro Forma 30.6.2015, which assumes that AP-Tela Oy is considered again as a continuing operations and Uutechnic Oy has demerged into Uutechnic Business company and to non-business company. |
Plc Uutechnic Group Oyj |
|
Selected income statement information |
1.1.-30.6.2015 |
| Continuing operations | |
| Sales |
13.9 |
| Operating profit/loss |
-0.3 |
| Net profit/loss |
6.5 |
| Selected balance sheet information |
30.6.2015 |
| Goodwill |
7.8 |
| Other fixed assets |
4.1 |
| FIXED ASSETS |
11.9 |
| Other Current assets |
9.5 |
| Cash & Equivalents |
4.5 |
| CURRENT ASSETS |
14.1 |
| ASSETS |
26.0 |
| EQUITY |
9.5 |
| Capital Loans |
2.0 |
| Interest bearing debt |
0.8 |
| LONG TERM INTEREST BEARING DEBT |
2.8 |
| CURRENT LIABILITES |
13.7 |
| EQUITY & LIABILITIES |
26.0 |