CENCORP CORPORATION STOCK EXCHANGE RELEASE 17 DECEMBER 2014 AT 15.15 FINNISH TIME
FTTK AND CENCORP HAVE SIGNED A SHARE TRANSFER AGREEMENT FOR ALL THE SHARES IN CENCORP AUTOMATION OY OWNED BY CENCORP
On 25 August 2014 Cencorp Corporation announced that the company had signed an agreement according to which FTTK Company Limited (”FTTK”) acquires a majority shareholding in the electronics automation business of Cencorp.
Pursuant to the agreement between Cencorp and FTTK, Cencorp transferred the company’s electronics automation business into Cencorp Automation Oy, a fully-owned subsidiary of Cencorp. Further, in accordance to the agreement signed earlier, FTTK has purchased 70 percent of the shares in Cencorp Automation for EUR 2.66 million payable in cash. On 17 September 2014 the parties confirmed that the conditions precedents to the Transaction had been fulfilled and thus the Transaction had been closed.
According to the Agreement FTTK has an option to decide by 17 December 2014 whether it will use its option to purchase the remaining 30 percent of the shares in Cencorp Automation for EUR 1.14 million, payable in cash, added with a yearly interest of 10 percent until the purchase price has been paid. Should FTTK decide to exercise the aforesaid option, FTTK pays the corresponding purchase price in twelve equal installments. The first installment shall be paid after twelve months from the closing i.e. 17 September 2014. The option is subject to FTTK to arrange a bank guarantee for the remaining unpaid purchase price issued by a bank accepted by Cencorp.
FTTK has now used its option to purchase the remaining 30 percent of the shares in Cencorp Automation Oy and the parties have signed an agreement for the exercise of the option. With regard to the option the Parties have agreed on the following changes in the original terms of the transaction:
a) The purchase price decreases from EUR 1.14 million to EUR 1.04 million.
b) The purchase price shall be paid faster than originally agreed so that the entire purchase price shall be paid by 1 March 2015.
c) A bank guarantee for the unpaid purchase price is no longer required.
d) The shares shall be transferred and the ownership and title to the shares shall pass to the purchaser only against the payment of the entire Purchase Price.
In Mikkeli, 17 December 2014
Cencorp Corporation
Board of Directors
For more information:
Iikka Savisalo
President and CEO
Cencorp Oyj
Tel. +358 40 521 6082,
Email: iikka.savisalo@cencorp.com
Distribution:
NASDAQ OMX, Helsinki
Main media
www.cencorp.com
Cencorp Corporation specializes in the clean energy, especially in photovoltaic solutions. Cencorp provides automated production technology for solar modules based on the company’s own technology; production lines for modules; solar modules and special components for solar modules. The product range also includes EMI shielding solutions, RFID antennas and other flexible circuits including for example conductive back sheets used in photovoltaic modules and mobile phone antennas. Cencorp also owns 30 percent of Cencorp Automation Oy, a company providing electronics automation solutions. Cencorp's head office is located in Mikkeli, Finland. The company is part of the Finnish Savcor Group.