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BWT: Merger planned with unlisted Company as of 31 December 2014

Merger of BWT would result in delisting of BWT

28.5.2015 11:00   Mondsee
  • MANAGEMENT BOARD OF BWT AKTIENGESELLSCHAFT INTENDS TO PROPOSE TO THE ANNUAL GENERAL MEETING ON 25 AUGUST 2015 THE MERGER OF BWT AKTIENGESELLSCHAFT WITH AN UNLISTED COMPANY WITH RETROACTIVE EFFECT FROM 31 DECEMBER 2014

 

  • THE IMPLEMENTATION OF THE MERGER OF BWT AKTIENGESELLSCHAFT WITH A COMPANY NOT LISTED ON THE STOCK EXCHANGE WOULD RESULT IN THE DELISTING OF BWT AKTIENGESELLSCHAFT

 

  • PREPARATIONS FOR THE MERGER HAVE BEGUN, WHILE THE FINAL REVIEW OF THE FEASIBILITY OF THE MERGER IS NOT YET COMPLETE

 

As part of the preparations for the Annual General Meeting on 25 August 2015, the Management Board of BWT Aktiengesellschaft (hereafter referred to as the “Company”), which is listed in the Official Market of the Vienna Stock Exchange, is examining the possibility of merging the Company with an unlisted company (merger by absorption) retroactively from the merger date 31 December 2014. This examination relates to the application according to Section 109 AktG published in an ad hoc disclosure on 6 March 2015 by FIBA Beteiligungs- und Anlage GmbH to amend the agenda for this year’s Annual General Meeting of the Company. Today, the Management Board resolved to proceed with the implementation of the merger and the preparation of the documents required for the merger.

 

The implementation of the Company’s merger with an unlisted company (merger by absorption) would result in the Company being delisted from the Official Market. For the Company’s current shareholders, delisting would mean that, following the merger, their shares in the Company listed in the Official Market of the Vienna Stock Exchange would be exchanged for unlisted registered shares in a company that – apart from the listing of the shares – would be essentially identical to BWT Aktiengesellschaft. Please note that the Management Board of the Company has not yet completed the review of the feasibility of the Company’s merger (which was originally requested by FIBA Beteiligungs- und Anlage GmbH). Nor has final consent yet been obtained from the Supervisory Board.

 

The Company will issue the appropriate publications required in connection with the prospective merger in compliance with legal provisions.