Tuesday, May 10, 2016 - 13:15
We would like to notify, that Sopharma AD received the following opinion from Momina krepost AD:
On 27 March 2013, we received a notification pursuant to art. 151, par. 3 of POSA, accompanied by a tender offer under art. 149, par. 6 of POSA from Sopharma AD for purchasing of the shares of the remaining shareholders of Momina Krepost AD.
In accordance with art. 151, par. 5 of POSA and within the statutory period we present a motivated opinion regarding the tender offer.
І. Conditions of the tender offer
The price offered in the tender offer amounts to 3.00 BGN per share. A justification for the proposed price has been presented in accordance with the requirements of POSA and the Ordinance on the requirements for the content of the justification of the price of shares of a public company, including to the application of valuation methods in the cases of transformation, joint venture agreement and tender offer. In view of the forecasts for the company's future development, we think that the price is fair.
Each shareholder – addressed by the tender offer can accept it within the provisioned period by submitting an application for acceptance form. The price of the repurchased shares will be paid by the tender offeror through the investment intermediary Elana Trading AD within 7 work days after the deadline for accepting the offer using the payment method, indicated by the shareholder accepting the offer.
The opinion of the Board of Directors of Momina Krepost AD on the tender offer is that it conforms to legal requirements and is fair to the shareholders - addressed by the tender offer in view of the future development of the company. We believe that the proposed price is in accordance with the provisions of POSA and the regulations for its application, and is fair both in light of the current state of the company, as well as the prospects for its development.
ІІ. Information regarding the existence of agreements concerning the exercising of voting rights of the shares of Momina Krepost AD
We have no information about the existence of agreements concerning the exercising of voting rights of the shares of Momina Krepost AD
ІІІ. Information on the number of shares of Momina Krepost AD owned by members of its governing body, and whether they intend to accept the offer
The members of the Board of Directors of Momina Krepost AD do not process shares of the capital of the company.
ІV. Tender offeror's strategic plans for Momina Krepost AD and their possible impact on the employees and the place of business
According to the information provided in the tender offer the strategy of Sopharma AD implemented by the management of Momina Krepost AD is to maintain and increase the current market share and the size of the company through exports to the former Soviet republics. The strategy is oriented towards providing of high quality of the products of the company.
The tender offeror does not intend to make changes in the composition of the governing body and employees of Momina Krepost AD. No substantial changes in the terms and conditions of employment contracts are planned. The place of business of Momina Krepost AD will not be changed.
Our opinion is that the tender offer would not lead to significant changes in the aforementioned circumstances and in general on the employment in the company.