Extraordinary Shareholders’ Meeting in Eniro
Eniro’s Extraordinary Shareholders’ Meeting, which was held to address the proposed acquisition of Findexa, voted today to authorize the Board of Directors of Eniro to make decisions regarding new share issues and the transfer of the company’s own shares.
In an address to the Meeting, Tomas Franzén, President and CEO, summarized Eniro’s offer to acquire all of the shares in Findexa and thereafter explained the reasons underlying the acquisition.
“The acquisition is fully in line with the strategy of focusing on our core markets. Together with Findexa, the Eniro Group will become the indisputable leader within the local search market in the Nordic region. A larger base of users and advertisers will carry the cost of product development activities and will improve the prospects for meeting the competition. In Norway, the merged Eniro Group will occupy a leading position with both offline and online offerings and will thus become a highly attractive media partner for all advertisers.”
Tomas Franzén also reported that the proposed merger is expected to generate cost savings of approximately SEK 100 M as of 2007. In addition, the acquisition will provide Eniro with a more efficient capital structure and an improved cash flow.
Finally, Tomas Franzén described the structure of Eniro’s financing of the acquisition and the planned timetable, according to which the acquisition is expected to become effective on December 5, 2005.
Resolution to authorize the Board of Directors to adopt resolutions regarding new share issues in the Company
The Extraordinary Shareholders’ Meeting resolved to authorize the Board of Directors to resolve, on one or several occasions, not later than until the next Annual General Meeting of shareholders, on an increase of the Company’s share capital by not more than totally SEK 24,000,000 by way of new share issues of not more than 24,000,000 shares, each with a nominal value of SEK 1. The Board of Directors should only be authorized to resolve on new share issues in accordance with the conditions set forth in Chapter 4 Section 6 of the Swedish Companies Act (payment in kind or payment through set off).
The reason for the Board of Directors to resolve on new share issues in accordance with the conditions set forth in Chapter 4 Section 6 of the Swedish Companies Act (payment in kind or payment through set off) is to make it possible to acquire all of the outstanding shares of Findexa Limited by a consideration consisting of, i.a., the Company’s shares.
Resolution to authorize the Board of Directors to adopt resolutions regarding transfer of the Company’s own shares
The Extraordinary Shareholders’ Meeting also resolved to authorize the Board of Directors to resolve, on one or several occasions, not later than until the next Annual General Meeting of shareholders, on transfer of the Company’s own shares outside of a stock exchange or other regulated market, to the amount of not more than totally 2,860,700 shares held by the Company. The Board of Directors should only be authorized to resolve on transfer of the Company’s own shares in accordance with the conditions set forth in Chapter 4 Section 6 of the Swedish Companies Act (payment in kind or payment through set off).
The reason for the Board of Directors to resolve on transfer of the Company’s own shares in accordance with the conditions set forth in Chapter 4 Section 6 of the Swedish Companies Act (payment in kind or payment through set off) is to make it possible to acquire all of the outstanding shares of Findexa Limited by a consideration consisting of, i.a., the Company’s shares.