Anyksciai, Lithuania, 2014-12-05 16:55 CET (GLOBE NEWSWIRE) -- On 5 December 2014 company group ALITA, AB (hereinafter, Alita), which is the main shareholder of AB ANYKŠČIŲ VYNAS (hereinafter, Anykščių Vynas), has informed Anykščių Vynas that the transaction under the Share Sale-Purchase Agreements (hereinafter, the Agreements) concluded by FR&R Invest IGA S.A. (hereinafter, FR&R) and Vytautas Junevičius (hereinafter jointly with FR&R referred to as the Sellers) with UAB MINERALINIAI VANDENYS (hereinafter, the Buyer) on 25 September 2014 has been completed on 5 December 2014.
At the closing, the Sellers sold to the Buyer all 19,806,552 shares of Alita held by them, i.e. 99.03% of all the outstanding shares of Alita (FR&R sold 16,911,188 shares and Vytautas Junevičius – 2,895,364 shares, hereinafter jointly, the Shares). The final sale price of the Shares of Alita for the Buyer is EUR 21,294,887.38.
In accordance with the Agreements, the transaction was completed after the following main conditions precedent to the closing were met:
(i) On 5 December 2014 the Competition Council of the Republic of Lithuania adopted a resolution permitting the Buyer to effect concentration by acquiring up to 100 % of the shares of Alita. The permit was issued on the condition that the Buyer transfers business of Alita, related to production and trade of vodkas and bitters in Lithuania;
(ii) On 5 December 2014 both the Supervisory Board and the Board of Alita resigned from the office. Before the resignation of the Supervisory Board, it elected a new Board of Alita consisting of the following members: Justas Rameika, Vidas Lazickas, Romanas Raulynaitis and Marijus Strončikas. Furthermore, the Board of Anykščių Vynas also resigned;
(iii) On 5 December 2014, the credits received by Alita from Swedbank, AB, the amount of which is EUR 10,423,139.11, as well as received by Anykščių Vynas in an amount of EUR 2,152,476.11 were refinanced. After this transaction, UAB “MG BALTIC TRADE” became a new creditor of Alita and of Anykščių Vynas; all other terms of the credits remained the same (except that repayment schedule of the credit granted to the Company has been amended without changing the final repayment date, and the final repayment term of the credit granted to AB “Anykščių vynas” was prolonged until 31 August 2015).
In the Agreements the Buyer undertook, after the completion of transactions under the Agreements and acquisition of the Shares by the Buyer, to submit a mandatory tender offer to buy-up the remaining voting shares in Alita. 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 Alita’s subsidiary Anykščių Vynas, which are not owned by Alita.
For any additional information, please contact the Manager Audrius Zuzevičius, +370 381 50235.