Agreement regarding sale-purchase of shares and convertible bonds of the company is signed


Alytus, Lithuania, 2011-11-14 07:22 CET (GLOBE NEWSWIRE) -- Snaigė AB, legal entity code: 249664610, office address: Pramonės str. 6, Alytus (hereinafter, the “Company”).

On 11 November 2011, Russian company “Polair”, indirectly acting through UAB “VAIDANA” (hereinafter, the “Buyer”), entered into legally bounding agreement with the shareholders of the Company KJK Fund SICAV-SIF, Amber Trust SCA SICAF-SIF, Firebird Republics Fund, Ltd and Firebird Avrora Fund, Ltd (hereinafter, the “Sellers”) on sale to the Buyer of all shares of the Company (i.e. 23,716,668 ordinary registered shares of the Company, constituting 59.86 percent of all shares and votes carried by them at general meeting of shareholders of the Company) and convertible bonds of the Company (i. e. 43,000 convertible bonds), held by the Sellers.

The transfer of title to Company’s shares to the Buyer has to be executed on 12 December 2011 or on earlier date, agreed by the parties. The Buyer shall pay to the Sellers in total EUR 12,800,000 for all the shares of the Company being sold (i. e. EUR 0.5397 for a single ordinary registered share of the Company) according to terms and conditions of the indicated agreement.

Following the acquisition of title to shares of the Company, the Buyer will be required, under the Lithuanian takeover regulations, to submit and implement a mandatory tender offer to buy up the remaining voting shares of the Company and its securities confirming the right to acquire voting securities, unless the Buyer would transfer the shares of the Company, which entitle to more than 1/3 of votes in its general meeting of shareholders under the terms of the applicable legal acts. According to the knowledge of the Company, after the acquisition of its shares by the Buyer as it is indicated above, the Buyer will submit and implement the mandatory tender offer following the terms and conditions, set in the applicable laws.

Law firm TARK GRUNTE SUTKIENE acted as the legal counsel to the Sellers, law firm LAWIN Vilnius acted as legal counsel to the Buyer.

         Managing Director
         Gediminas Čeika
         +370 315 56206