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Vestjysk Bank company announcement, 28 February 2012
Aarhus Lokalbank company announcement no. 4-2012, 28 February 2012
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28 February 2012
Vestjysk Bank A/S and Aarhus Lokalbank Aktieselskab enter into merger plan
The boards of directors of Vestjysk Bank A/S ("Vestjysk Bank") and Aarhus Lokalbank Aktieselskab ("Aarhus Lokalbank") have resolved to enter into a merger plan according to which the boards of directors propose a merger of the two banks with Vestjysk Bank as the continuing bank.
The merger plan is entered into as part of the two banks' merger and capital plan announced on 25 January 2012 and reflects the merger terms set out in such announcement.
On the merger, the shareholders of Aarhus Lokalbank will receive shares in Vestjysk Bank at the ratio of 1:4, to the effect that shareholders of Aarhus Lokalbank will receive one new share in Vestjysk Lokalbank for every four shares held in Aarhus Lokalbank.
This company announcement contains a description of the proposed merger, the merger consideration and the continuing company. As part of the announcement, the following is attached:
- Merger plan under part 15 of the Companies Act
- A merger memorandum for Vestjysk Bank
- A merger memorandum for Aarhus Lokalbank
- Draft articles of association of the continuing bank after the merger
- The valuation experts’ statement on the merger plan pursuant to section 241 of the Companies Act
- The valuation experts’ declaration on the creditors’ position pursuant to section 242 of the Companies Act
- The financial statements for the years ended 31 December 2008, 2009, 2010 and 2011 of Vestjysk Bank and Aarhus Lokalbank
The expected timetable of the merger is set out in section 9 of this announcement.
Any questions relating to the above should be directed to the executive boards of the two companies.
Frank Kristensen, CEO, Vestjysk Bank, tel. +45 40 40 87 77
Vagn Thorsager, CEO, Aarhus Lokalbank, tel. +45 40 53 92 55
Anders Bech Carsten Andersen
Chairman Chairman
Vestjysk Bank Aarhus Lokalbank