Key dates relating to merger between Bonheur ASA and Ganger Rolf ASA
Reference is made to the previously announced merger between Bonheur ASA (BON) and Ganger Rolf ASA (GRO), with Bonheur ASA as the surviving entity. Please note the following key dates assuming no objections during the creditor notice period:
Last day when both companies are trading: 4 May 2016
Effective Date (of completed merger), i.e.first day BON trading alone: 6 May 2016
Record Date: 9. Mai 2016
The merger conversion ratio: 0.8174 BON per 1 GRO share
ISIN (Bonheur ASA): NO0003110603 (unchanged)
Transferor Company: Ganger Rolf ASA
Transferee Company: Bonheur ASA
Date of approvals: 16.03.2016 (Extraordinary General meetings)
The merger consideration to the shareholders of the Transferor consists of consideration shares in the Transferee. The consideration shares consists partly of shares in the Transferee held by the Transferor prior to the merger, and partly shares issued in the capital increase implemented in connection with the merger.
The merger conversion ratio has been determined to be that one share in the Transferor gives the right to 0.8174 share in the Transferee. The conversion rate has been determined by the merging companies' boards based on two independent valuations of the Transferee and the Transferor, prepared by two independent financial advisors, BDO and PWC, who each and on their own proposed a merger conversion ratio.
To ensure a correct conversion ratio without the need for joint ownership to shares, the number of consideration shares to each shareholder in the Transferor will be rounded down to the nearest number of whole shares. To compensate for the difference, a cash compensation will be paid to all the shareholders in the Transferor who at the time of completion of the merger hold a number of shares which multiplied with the conversion ratio do not give a whole number of consideration shares. The cash compensation distributed to the individual shareholder will equal the fair value of the fraction of one share subject to round off at the time for completion of the merger. The cash compensation will be transferred to each shareholder as soon as possible after the merger is effective.
The consideration shares give rights in the Transferee from the time of the entry into force from a corporate perspective.
This information is published in accordance with the requirements of the Continuing Obligations towards the Oslo Stock Exchange.