AS Baltika Announced Merger with Wholly-Owned Subsidiary AS Virulane
OREANDA-NEWS. June 26, 2012. AS Baltika acquired in May 2012 2,595 AS Virulane shares (6.2% of shares) and now owns 100% of subsidiary’s shares.
On 21 June 2012, AS Baltika and AS Virulane executed a merger agreement according to which AS Baltika is the acquiring company and AS Virulane the company being merged. Pursuant to the merger agreement AS Virulane, transfers all its assets (rights and obligations) to AS Baltika. AS Virulane 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 Registry.
AS Virulane is subsidiary of Baltika whose production operations were divested in the first quarter of 2010. Since then the entity has been dormant. The goal of the merger is to minimise the administrative management costs of the company being acquired.
Proposed merger is within the Group and therefore results in no changes to the Baltika Group assets, rights and obligations amount, content and nature. The merger will have no economic effect on the other subsidiaries of the Group and the share capital of AS Baltika will neither be increased nor exchanged.
The parties to the merger agreement are considered as related parties under the rules and regulations of the Tallinn Stock Exchange.