Sopharma AD (the “Company”) notifies that on 19 June 2014 Sopharma AD, Sofia, UIC 831902088, hereinafter referred to as "receiving company" and Bulgarian Rose – Sevtopolis AD, Kazanluk, UIC 123007916, hereinafter referred to as "transferring company" signed a Contract for transformation through merger in accordance with the requirements of art. 262d and following of the Commercial Act (CA), as a result of which all assets of Bulgarian Rose – Sevtopolis AD shall be transferred to Sopharma AD and the latter shall become its legal successor. Bulgarian Rose – Sevtopolis shall be terminated without liquidation.
Pursuant to art. 124, par. 1 of the Public Offering of Securities Act (POSA) the Contract for merger, as well as reports of the management bodies of the companies involved in the transformation of the company under art. 262i of the CA and the report of the examiner under art. 262m of the CA must be approved by the deputy chairman of the Financial Supervision Commission, managing the "Investment Supervision" division.
According to the signed contract, in connection with the implementation of the merger shall be carried out a capital increase of the receiving company Sopharma AD through issuing of new shares to be distributed among the shareholders of the transferring company Bulgarian Rose - Sevtopolis AD (except the shareholder Sopharma AD).
As a result of the merger, all shareholders of the transferring company Bulgarian Rose - Sevtopolis AD, with the exception of the receiving company Sopharma AD, which is also a shareholder of the transferring company, 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, app. 1 of the CA shall receive 0.419404 shares of the capital of Sopharma AD.