Luxembourg, 21 July 2014 – As disclosed on June 27, 2014, Transcom’s Board of Directors is convinced that the timing is now right for carrying out a re-domiciliation of the parent company of the Transcom Group from Luxembourg to Sweden, given the benefits of such a move for the Group and its shareholders.
The re-domiciliation will, subject to inter alia shareholder approval, be executed through a statutory cross border merger between Transcom WorldWide S.A. and its Swedish subsidiary Transcom WorldWide AB (publ), which will become the new publicly listed parent of the Transcom Group.
Transcom’s Board of Directors today adopted the attached merger plan outlining the terms of the merger between Transcom WorldWide S.A. and Transcom WorldWide AB.
- Through the statutory merger, the current parent company of the Group, Transcom WorldWide S.A., will be dissolved when absorbed by its wholly-owned Swedish subsidiary, Transcom WorldWide AB. Through this absorption, all assets and liabilities of Transcom WorldWide S.A. will be transferred to Transcom WorldWide AB.
- The shareholders of Transcom WorldWide S.A. will, as merger consideration, receive Ordinary Shares issued by the new Swedish parent Transcom WorldWide AB. Thereby, as previously disclosed, one (1) new Ordinary Share will be issued for each Class A Ordinary Share issued by Transcom WorldWide S.A. today, and one point zero nine (1.09) new Ordinary shares will be issued for each Class B Preference Share issued by Transcom WorldWide S.A today.
- In addition to being conditional upon shareholder approval, the cross border merger and re-domiciliation are also conditional upon the Ordinary Shares of Transcom WorldWide AB being admitted to trading on NASDAQ OMX Stockholm.
- When resolving on the merger consideration, as per the foregoing, the Board of Directors has taken a number of factors into consideration, including the market prices at which the Class A Ordinary Shares and the Class B Preference Shares have been traded on NASDAQ OMX Stockholm, and the rights vested in the Class A Ordinary Share and the Class B Preference Share. The Board of Directors considers that the merger consideration has been determined in a diligent and correct manner, observing applicable rules on equal treatment and that the merger is beneficial to the Transcom Group and the shareholder collective.
- In addition, the Board of Directors has relied upon a fairness opinion issued by SEB Corporate Finance when determining the merger consideration.
- Shortly after the completion of the cross border merger and re-domiciliation, Transcom WorldWide AB intends to execute a 50:1 reversed split.
- Due to the merger and the issue of new shares as merger consideration, a merger document will be prepared and approved by the Swedish Financial Supervisory Authority (the "Merger Prospectus"). Transcom expects to publish the Merger Prospectus in early August 2014.
- The final registration of the merger by the SCRO is expected to occur during the fourth quarter 2014, subject to approval at a general meeting of the shareholders of Transcom WorldWide S.A. and Transcom WorldWide AB. An Extraordinary General Meeting of the Company's shareholders is planned to take place at the beginning of September 2014, with convening notices planned to be made public on or around July 28, 2014.
- The last day of trading in Swedish Depository Receipts, representing shares in Transcom WorldWide S.A., on Nasdaq OMX Stockholm is expected to be two trading days prior to the final registration of the Merger, and the first day of trading in the Ordinary Shares of Transcom WorldWide AB on Nasdaq OMX Stockholm is expected to be on or about the day occurring two days after the final registration of the Merger. More detailed information on this will be made public in advance when such information is available.
- Costs related to this project are estimated at €1.1 million, and were recorded in the second quarter of 2014. The expected write-down of tax assets as a result of a re-domiciliation, as communicated in November 2011, is no longer applicable. From a shareholder tax perspective, no immediate direct tax costs would be expected for the shareholders in Sweden.
Transcom WorldWide S.A. has been listed on NASDAQ OMX Stockholm since September 6, 2001. A large majority of the Company’s shareholders are based in Sweden and the share of the Company’s capital that is held by shareholders in Sweden amounts to approximately 80 percent.
For further information, please contact:
Johan Eriksson, President and CEO
Telephone +46 70 776 80 22
Pär Christiansen, CFO
Telephone +46 70 776 80 16
Stefan Pettersson, Head of Group Communications
Telephone +46 70 776 80 88