Alytus, Lithuania, 2014-09-25 16:39 CEST (GLOBE NEWSWIRE) -- Company group ALITA, AB (hereinafter, the Company) has been informed that on 25 September 2014 the main shareholders of the Company FR&R Invest IGA S.A. (hereinafter, FR&R) and Vytautas Junevičius (hereinafter jointly with FR&R referred to as the Sellers) have signed Share Sale-Purchase Agreements (hereinafter, the Agreements) with UAB MINERALINIAI VANDENYS (hereinafter, the Buyer).
In the Agreements the Sellers undertook to sell to the Buyer all 19,806,552 shares of the Company held by them, i.e. 99.03% of all the outstanding shares of the Company (FR&R undertook to sell 16,911,188 shares and Vytautas Junevičius – 2,895,364 shares, hereinafter jointly, the Shares). The final sale price of the Shares of the Company will be established at the closing, taking into account the level of the financial debt and the working capital of the Company. Based on the interim financial information of the Company for the 6 months period, ended on 30 June 2014, the total sale price of the Shares of the Company would be EUR 19,499,635. As mentioned above, the indicated price is only preliminary and will be adjusted at the closing.
According to the Agreements, the Buyer will acquire the Shares of the Company from the Sellers and will become a shareholder of the Company only in case the conditions precedent to the closing, as provided for in the Agreements, are met, including the main condition precedent, which is the issue of a concentration permit to the Buyer by the Competition Council of the Republic of Lithuania.
If the closing under the Agreements takes place and the Buyer acquires the Shares, the Agreements provide for the Buyer’s undertaking to submit a mandatory tender offer to buy-up the remaining voting shares in the Company. Also, following paragraph 2 of Article 31 of the Law of the Republic of Lithuania on Securities, in the Agreements the Buyer also undertook to submit a mandatory tender offer to buy-up the voting shares in the Company’s subsidiary AB Anykščių Vynas, which are not owned by the Company.
As the Company has been informed, the Buyer will soon address the Competition Council of the Republic of Lithuania for a concentration permit by way of acquisition by the Buyer of up to 100 % of the shares of the Company.
The Agreements were signed after assessment of strategic alternatives related to the Company and its main shareholder FR&R, also after receipt of offers from potential buyers of shares of the Company for conduction and performance of a possible transaction for sale of shares of the Company.
The Company will continue its day-to-day operations in the ordinary course of business. Notifications on the further course of the transaction under the Agreements will be given in due time.
For any additional information, please contact the General Manager Vaidas Mickus, tel. +370 315 57243