Sopharma AD (the “Company”) notifies that on 7 November 2014 the Financial Supervision Commission approved the Contract for transformation through merger and two additional annexes to it, signed on 19 June 2014 between Sopharma AD, Sofia, UIC 831902088, hereinafter referred to as "Acquirer" and Bulgarian Rose – Sevtopolis AD, Kazanlak, UIC 123007916, hereinafter referred to as "Acquiree" in accordance with the requirements of art. 262d and following of the Commercial Act (CA). As a result the assets of Bulgarian Rose – Sevtopolis AD shall be transferred to Sopharma AD and the latter shall become its legal successor. Bulgarian Rose – Sevtopolis AD will be terminated without liquidation. The Financial Supervision Commission also approved the reports of the management of the two companies, prepared in accordance with the regulations of art.262i of the CA and the report of the appointed common examiner of the participants in the transformation under art. 262M of the CA from 13 October 2014. According to the signed contract, in connection with the implementation of the merger shall be carried out a capital increase of the Acquirer Sopharma AD through issuing of new shares, which shall be distributed among the shareholders of the Acquiree Bulgarian Rose - Sevtopolis AD (except the shareholder Sopharma AD). The capital of the Acquirer Sopharma AD shall be increased from 132,000,000 BGN to up to 134,798,527 through the issuing of up to 2,798,527 new ordinary registered shares. As a result of the merger, all shareholders of the Acquiree Bulgarian Rose – Sevtopolis AD, with the exception of the Acquirer Sopharma AD, which is also a shareholder of the Acquiree, will receive shares of Sopharma AD and become shareholders of it. Against one share of Bulgarian Rose – Sevtopolis AD each shareholder pursuant to art. 261b, art. 1 of the CA shall receive 0.463768 shares of the capital of Sopharma AD. Extraordinary General Meetings of Shareholders of the two companies shall be convened. The deadline for the registration of the transformation in the Commercial Register is 12 February 2015. The Acquiree shall submit a request to the Bulgarian Stock Exchange – Sofia AD for delisting of its shares after the end of the trading session on 3 December 2014. The request is a subject to a review and decision by the governing body of BSE – Sofia AD.
Approved contract for transformation through merger
10 November 2014