- Transcom’s Board of Directors is currently investigating a move of the legal domicile of the publicly listed parent of the Transcom Group from Luxembourg to Sweden.
- The redomiciliation would, subject to inter alia shareholder approval, be executed through a statutory cross border merger between Transcom WorldWide S.A. and a Swedish subsidiary (“Swedish NewCo”) which would become the new publicly listed parent of the Transcom Group.
- The intention would be for the new Swedish parent company of the Transcom group to be a public limited liability company with one class of shares only.
- Through the statutory merger, the current parent company Transcom Worldwide S.A. would be absorbed by the Swedish NewCo. All assets and liabilities of Transcom WorldWide S.A. would pass to the Swedish NewCo, the shares of which would be listed on NASDAQ OMX Stockholm.
- The majority of Transcom’s shareholders are Swedish. As such, a statutory merger would align Transcom’s legal domicile with the domicile of its owners.
- Further analysis is being made before the Board of Directors will give a recommendation, including an assessment of tax consequences.
- Based on preliminary analysis it is expected that a redomiciliation could result in non-recurring costs of approximately EUR 4 million of which a larger part would be non-cash costs as a result of write downs of tax assets.
Transcom WorldWide S.A. (the “Company”) has been listed on NASDAQ OMX Stockholm since September 6, 2001. Approximately 97 percent of the Company’s shareholders are based in Sweden and the share of the Company’s capital that is held by shareholders in Sweden exceeds 80 percent.
As such, the Board of Directors of Transcom believes that a redomiciliation to Sweden would be a logical step in order to align the Company’s domicile with that of its owners. Following a redomiciliation to Sweden, general meetings of the shareholders would be held in Sweden rather than in Luxembourg, thus facilitating shareholder participation at general meetings. Further, following a change of domicile, Transcom would become subject to the Swedish regulatory framework applicable to Swedish listed companies, including the Swedish Code on Corporate Governance. From a shareholder tax perspective, no immediate tax costs would be expected for the shareholders in Sweden.
If the Board of Directors decides on a redomiciliation to Sweden, the redomiciliation and the statutory merger will be subject to inter alia shareholder approval, and would be expected to be concluded during the first half of 2012.
Financial and legal advisors
SEB Enskilda is acting as financial advisor to Transcom, Advokatfirman Cederquist and NautaDutilh Avocats Luxembourg are acting as legal advisors to Transcom and Skeppsbron Skatt is acting as tax advisor to Transcom in the redomiciliation.
For further information, please contact:
Johan Eriksson, President and CEO +46 8 120 800 22
Aïssa Azzouzi, CFO +352 27 755 021
Stefan Pettersson, Head of Investor Relations +46 70 776 80 88