Vilnius, Lithuania, 2015-05-20 15:50 CEST (GLOBE NEWSWIRE) -- On 19 May 2015 the Board of AB “City Service” (hereinafter, the “Company”), implementing the decisions of the annual general meeting of shareholders of the Company, dated 30 April 2015, regarding participation of the Company in the formation of the European company (Societas Europaea), have prepared the common draft terms of cross-border merger (hereinafter, the “Merger Terms”) of the Company and City Service EU AS. They shall be applicable to the intended cross-border merger (hereinafter, the “Merger”) between the Company and City Service EU AS, whereby the Company shall be merged to City Service EU AS and shall be dissolved without going into liquidation, and City Service EU AS shall take over all assets, rights and liabilities of the Company and shall continue its activities following the Merger.
Under the Merger Terms:
1) the company which is being acquired upon the cross-border merger (the acquired company): AB “City Service” (registered address: Konstitucijos Av. 7, Vilnius, the Republic of Lithuania, corporate ID code: 123905633, register where the information about the company is kept and stored is the Register of Legal Persons of the Republic of Lithuania);
2) the company which is participating in the cross-border merger (the acquiring company): City Service EU AS (registered address: J. Kunderi St. 8a, Tallinn, Republic of Estonia, corporate ID code: 12827710, register where the information about the company is kept and stored is the Commercial Register of the Republic of Estonia);
3) manner of the Merger: merger by acquisition;
4) the company which shall be dissolved after the Merger: AB “City Service”;
5) the company resulting from the Merger: City Service EU AS. The name of the company, resulting from the Merger shall be City Service AS;
6) the assets, rights and liabilities of the company that shall be dissolved after the Merger shall be transferred to the company that shall continue its activities after the Merger, also, the rights and liabilities under the transactions of the company that shall be dissolved after the Merger shall be transferred to the company which shall continue its activities after the Merger as from the moment, indicated in the Merger Terms;
7) following the Merger, the governance structure shall remain the same as is established in the Company prior to the Merger, save for changes under the mandatory Estonian law requirements. The bodies of the company resulting from the Merger shall be: the General Meeting of Shareholders, the Supervisory Board consisting of 3 to 5 members elected for a term of 4 years, and the Management Board consisting of 1 Board member elected for a term of 4 years.
The Merger shall be carried out only in case the general meeting of shareholders of the Company will adopt the decision on approval the Merger, the Merger Terms and on other related issues under the procedure, established in the legal acts of the Republic of Lithuania.
The documents related to the Merger (the Merger Terms, the valuation report of the Merger Terms, the Merger Report, the sets of financial statements and other documents provided by laws) shall be made available pursuant to the procedure established by the applicable laws on business days (from 9 am till noon) at the address of the Company at Lvovo st. 25, Vilnius, the Republic of Lithuania. All the documents, related to the Merger are also announced in the internet page of the Company www.cityservice.lt.
Annexes:
1) Merger Terms (with annexes, including the Articles of Association of the company, which will continue after the Merger);
2) Valuation report of the Merger Terms;
3) Merger Report.
Vilius Mackonis
Director of Marketing and Communication Department
+ 370 5 239 4900
