Zalaris ASA (ZAL): Acquisition of the remaining 2.68% of the shares in sumarum AG
Oslo, 10 October 2017. Reference is made to the stock exchange
announcement by Zalaris ASA ("Zalaris" or the "Company") dated 18
May 2017 regarding the completion of the acquisition of in total
52,950 shares in sumarum AG ("sumarum"), representing 97.32% of the
total share capital in sumarum. The Company have now agreed to
acquire the remaining 2.68 % of the shares, in total 1,602 shares,
in sumarum from the minority shareholders (the "Sellers").
The total purchase price for the remaining 1,602 shares payable to
the Sellers is in the amount of NOK 5,253,329.47, corresponding to
the price per share in sumarum paid by the Company in connection
with the acquisition of 97.32% of the shares in sumarum, and shall
be settled through (i) a cash consideration in the amount of NOK
4,732,349.51 and (ii) the issuance of 14,491 new shares in Zalaris,
each with a nominal value of NOK 0.10 (the "Consideration Shares").
The board of directors of the Company has today resolved to increase
the share capital of the Company by NOK 1,449.10 and to issue the
Consideration Shares to the Sellers pursuant to the board
authorization to increase the share capital granted by the general
meeting of the Company held on 16 May 2017. The subscription price
per Consideration Share is NOK 35.9520, which is equal to the
subscription price for the consideration shares issued in connection
with the acquisition of 97.32% of the shares in sumarum, and the
total share contribution amounts to NOK 520,979.96. Following the
issuance of the Consideration Shares, the share capital of the
Company will be NOK 1,985,897.30. The share capital increase for the
issuance of the Consideration Shares is expected to be registered
with the Norwegian Register of Business Enterprises on or about 11
October 2017 and the Consideration Shares are expected to be
delivered to the relevant Sellers and listed on the Oslo Stock
Exchange on or about the same date.
Zalaris and the Sellers have with respect to the Consideration
Shares agreed upon a 36-months lock-up undertaking, good and bad
leaver provisions and a limited buy back right in line with the
agreement with the sellers of 97.32% of the shares in sumarum
initially acquired by Zalaris as described in the above mentioned
stock exchange announcement dated 18 May 2017.
This information is subject to the disclosure requirements set forth
in Section 5-12 of the Norwegian Securities Trading Act.