For the purpose of simplifying the legal structure (as previously announced in PR 2019-12-10 and PR 2020-06-26), the boards of directors of the Company and Nordic Waterproofing Holding AB have today adopted a joint merger plan, according to which the Company, as the transferor company, shall be merged with Nordic Waterproofing Holding AB, as the transferee company, through a cross-border reverse merger with the transferee company as the surviving entity. The merger consideration, consisting of shares in Nordic Waterproofing Holding AB, has been determined with the objective to reflect the current ownership structure of the Company. The shareholders of the Company will, according to the merger plan, receive one share in Nordic Waterproofing Holding AB for every share held in the Company on the day of the merger.
The shares in Nordic Waterproofing Holding AB are intended to be listed on Nasdaq Stockholm in connection with the execution of the merger. The application for admission to trading of the shares in Nordic Waterproofing Holding AB on Nasdaq Stockholm has been approved by Nasdaq Stockholm’s Listing Committee, subject to customary conditions, and the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) has today approved Nordic Waterproofing Holding AB’s listing prospectus.
The execution of the merger is subject to the shareholders’ approval. The board of directors of the Company intends to issue a notice to convene an extraordinary general meeting on 14 September 2020 and to propose the extraordinary general meeting to resolve to approve the merger.
The intention is that the last day of trading in the shares of the Company will occur on or about 27 November 2020 and that the execution of the merger and first day of trading in Nordic Waterproofing Holding AB’s shares will occur on or about 30 November 2020.
Following the planned re-domiciliation, the Nordic Waterproofing group will continue to be traded on Nasdaq Stockholm, the group’s operations will be unchanged and no employees will be affected.
The joint merger plan and the listing prospectus have been made available at www.nordicwaterproofing.com today.