Tallinn, Estonia, 2011-02-11 15:15 CET (GLOBE NEWSWIRE) --
On 10 February 2011 AS Premia Foods (hereinafter Premia) and OÜ TCS Invest (hereinafter TCS) executed a merger agreement according to which Premia is the acquiring company and TCS the company being merged. Pursuant to the merger agreement, TCS transfers all its assets, rights and obligations to Premia and TCS as the company being merged is considered to be ended in accordance with Section 403(2) of the Commercial Code upon registration of the merger in the Commercial Register. The merger agreement enters into force once approved by the General Meeting of shareholders of Premia and the sole shareholder of TCS, if so required by the Commercial Code.
The purpose of the contemplated merger is to make the group structure of Premia clearer, more comprehensive and transparent.
TCS is a holding company, which does not carry out independent economic activity. The only assets of TCS comprise of the shareholding in the ultimate subsidiaries of Premia in Russia (OOO Khladokombinat No. 1 and OOO Khladomagija) and the trademarks used by the referred companies. In the course of the contemplated merger, the above-named assets will be transferred to Premia.
The contemplated merger is an intra-group merger and in the course of the latter, the volume, content and nature of the assets of Premia group will not be altered. The financial results of the companies involved in the merger are being consolidated in the level of Premia and all the referred financial results have been made available to all the investors of Premia via the information system of NASDAQ OMX Tallinn Stock Exchange. The only loan obligation of TCS is a loan granted by Premia in the amount of 3 million euro.
According to the merger agreement, the sole share of TCS with the nominal value of 40,000 Estonian kroons shall not be substituted with the shares of Premia or transferred to the latter, it will be rendered void and it will no longer be valid. Premia shall compensate Premia Tallinna Külmhoone AS, the sole shareholder of TCS, the value of the sole share in cash. The amount of the compensation shall be 66,468.11 euro. No additional payments shall be made in the course of the merger.
After the merger, Premia will continue under the business name AS Premia Foods.
Balance sheet date of a merger is considered to be the date from which all the transactions of the merging company shall be considered to be made on the account of the acquiring company. The balance sheet date of this merger is 1 January 2011.
TCS is not a party to any court or arbitral dispute. All the information on the transactions executed between Premia and TCS has been disclosed to public before the execution of the merger agreement via the information system of NASDAQ OMX Tallinn Stock Exchange in the prospectus of the initial public offering and in the financial results and interim reports of Premia.
Additional information:
Kuldar Leis
Chairman of Management Board
+372 603 3800
kuldar.leis@premia.ee
www.premiafoods.eu
