Hillerstorp 18 June 2015, 08:15 CET · Troax Group AB (publ) (”Troax Group”) has initiated a merger process with Troax Corp AB (publ) (”Troax Corp”) with Troax Group as surviving company assuming Troax Corp. · The respective board of directors of the both companies has adopted a merger plan which has also been signed by the auditor of the companies. · No merger compensation will be paid. · The merger is completed for structural reasons in order to avoid dual reporting obligation according to IFRS and to facilitate the structure and the organization for the Troax group. In line therewith, a more cost efficient administration will be created, which should make the group more competitive. · The merger is expected to be completed during September 2015. The merger The board of directors of Troax Group and Troax Corp have resolved to initiate a merger process with Troax Group as surviving entity whereby Troax Corp will be merged into Troax Group. Through the merger, Troax Group will assume all of Troax Corp’s assets, debts and liabilities, including Troax Corp’s outstanding bond loan with a nominal amount of maximum EUR 100,000,000 (the “Bond Loan”). The Bond Loan was listed on Nasdaq Stockholm on 12 June 2015. Following a resolution by the bondholders on 30 January 2015, the terms and conditions of the Bond Loan were amended, e.g. to enable a merger. The merger is completed of structural reasons in order to avoid dual reporting obligation according to IFRS and to facilitate the structure and the organization for the Troax group. In line therewith, a more cost efficient administration will be created, which should make the group more competitive. Both companies have adopted a common merger plan which is expected to be registered with the Swedish Companies Registration Office on or around 25 June 2015. Following the registration, certain creditor related measures under the Swedish Companies Act will follow and the merger process is expected to be completed by final registration with the Swedish Companies Registration Office by the end of September 2015. Following the registration of the merger with the Swedish Companies Registration Office, Troax Corp will be dissolved and its assets and debts will be assumed by Troax Group. Troax Group will as soon as possible issue a press release with the expected day for the registration of the merger. In connection herewith, Troax Group will announce the last day of trading in the Bond Loan with Troax Corp as issuer and the first day of trading with Troax Group as issuer. No merger compensation will be paid. Copies of the merger plan with related documents and the auditors’ statement will be available at the companies as of the day of this press release and may be ordered from Troax Group free of charge, telephone, +46 370 828 00. For further information, please visit www.troax.com or contact: Thomas Widstrand President and CEO Troax Group AB (publ) Box 89 330 33 Hillerstorp Tel 46 (0)370-82831 http://www.troax.com (http:/www.troax.com) thomas.widstrand@troax.com (http://#mailto:thomas.widstrand@troax.com) This information is such that Troax Group AB (publ) is obliged to disclose in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was made available for publication on 18 June 2015. About Troax Troax is the leading global supplier of indoor perimeter protection (“metal -based mesh panel solutions”) for the market segments: Automation & Robotics, Material Handling & Logistics and Property Protection. Troax develops high quality and innovative safety solutions to protect people, property and processes. Troax Group AB (publ), Reg. No. 556916-4030, has a global organisation with an unparalleled sales force and efficient logistics setup, enabling local presence and short delivery times in 31 countries. In 2014 Troax net sales amounted to around EUR 90 million and the number of employees amounted to about 400 persons. The Company’s head office is located in Hillerstorp, Sweden. www.troax.com
Troax Group has initiated a merger with Troax Corp
| Source: Troax Group AB