Report from Extraordinary General Meeting of Shareholders
As earlier announced, Aspiro has entered into an agreement to acquire mobile service supplier Cellus. An Extraordinary General Meeting has today approved of the acquisition and entailing new share issues. The purchase price amounts to SEK 125.8 million and consists of a cash consideration of SEK 61.3 million and 28,675,000 newly issued shares in Aspiro. Aspiro will finance the cash consideration by means of a rights issue in Aspiro of approximately SEK 80.3 million. 100 percent of the rights issue subscription amount is secured with guarantees. By acquiring Cellus, Aspiro will take the leading position on the Scandinavian market for mobile entertainment services, improving the company’s possibilities for further expansion.
New share issue with preferential rights for the shareholders The Meeting approved the Board of Directors’ decision to issue at the most 40,143,479 shares with preferential rights for the shareholders. One (1) old share entitles to sign one (1) new share at an issue price of SEK 2, each share has a nominal value of SEK 1.76. Record date for obtaining subscription rights is June 10th 2004. Subscription to shares shall take place during the period June 21st - July 2nd. In the event that not all shares have been subscribed for by shareholders, the Board may allocate shares to the guarantors of the issue in proportion to what each have guaranteed. The new share issue is done in order to finance the cash payment to be paid when acquiring the mobile service provider Cellus and also to cover transaction- and issue expenses. Non-cash issue The Meeting approved of the Board of Directors’ decision to issue at the most 28,675,000 shares at an issue price of SEK 2.25 per share, each with a nominal value of SEK 1.76. The issue is carried through with preferential rights for shareholders in MASP Technology AS, MASP AG and external shareholders in MASP Europe AG. The shares will be paid for in kind with about 51 % of the shares in MASP Technology AS and MASP AG and externally owned shares in MASP Europe AG. Subscription of shares shall take place before July 31st 2004. The remaining part of about 49 % of the shares in the so called Cellus-group is intended to be acquired by cash payment of about SEK 61.3 m. The reason for the exception of the shareholders’ preferential rights is that Aspiro wants to acquire the Cellus-group that, with its competence, products and market potential, is a part of the restructuring of the market and to strengthen Aspiro’s position on the market. The issue price for the new shares has been fixed at SEK 2.25 per share, which corresponds to Aspiro's average market value during a period of ten days before the publishing of the transaction with a deduction of a theoretical economic dilution of about SEK 0.25 because of the upcoming share issue with preferential rights. Cellus’ shareholders will, after the new share issues, own about 26.3 % of all outstanding shares in Aspiro