Luxembourg, 4 September 2014 – Transcom WorldWide S.A.’s (“the Company”) Extraordinary Meeting of Shareholders (‘’EGM’’), held today, unanimously voted to support all of the proposed resolutions.
The EGM resolved to:
- Acknowledge and approve of the merger plan made public by the Company on 21 July 2014 (the "Merger Plan"), under which the Company will be dissolved through a statutory merger (the "Merger") with its wholly owned Swedish subsidiary and future parent company of the Transcom Group, Transcom WorldWide AB, with the purpose of changing the legal domicile of the publicly listed parent of the Transcom Group from Luxembourg to Sweden (the ‘’Re-domiciliation’’).
- Approve of all other proposed resolutions related to the Merger and the Re-domiciliation as set out in the notice convening the EGM, such as that, as a result of the Merger, the Company will cease to exist by dissolution without liquidation by way of the transfer of all assets and liabilities of the Company to Transcom WorldWide AB.
- Grant full discharge to the members of the board of directors of the Company for the accomplishment of their mandate as directors as from 1 January 2014 to the date of effectiveness of the Merger, which will be the date of the final registration of the Merger by the Swedish Companies Registration Office.
An EGM was also held today in the wholly owned subsidiary of the Company and future parent company of Transcom Group, Transcom WorldWide AB, where resolutions were passed in preparation for the Merger and the Re-domiciliation. Such resolutions included changes to the articles of association related to the upcoming admittance to trading of the shares of the subsidiary on NASDAQ OMX Stockholm, the issue of the merger consideration shares to be paid to the shareholders of the Company in connection with the Re-domiciliation, and a 1:50 reverse split of the shares of the subsidiary, which is to be implemented shortly after the finalization of the Re-domiciliation. These resolutions are fully in line with the Merger Plan and the Re-domiciliation as further outlined in the Merger Prospectus which was made public by the Company on 5 August 2014.
While the shareholder approval as per the above resolutions was the most material condition for the execution of the Merger and the Re-domiciliation, other conditions for the Merger and the Re-domiciliation as set out in the Merger Plan remain valid, including the approval of the admittance of the ordinary shares of Transcom WorldWide AB to trading on NASDAQ OMX Stockholm.
For additional details on the re-domiciliation of the parent company of the Transcom Group from Luxembourg to Sweden, please refer to Transcom’s website at www.transcom.com/redom.
Further information regarding the finalization of the Re-domiciliation and the merger process, as well as the reverse split, will be given during the Re-domiciliation process. Such information will include details on the timing of the execution of the Merger and the Re-domiciliation as well as the reverse split. All of these actions are intended to be executed during the fourth quarter of 2014.
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