NEOCHIMIKI L.V. LAVRENTIADIS announces, that, regarding its subsidiary companies LAMDA DETERGENT SOCIETE ANONYME INDUSTRIAL & COMMERCIAL COMPANY and LAMDA COSMETICS SOCIETE ANONYME INDUSTRIAL & COMMERCIAL COMPANY OF CHEMICAL AND COSMETICS PRODUCTS, the summary of the Draft Merger Agreement, which will be published in a daily financial newspaper has been released.
Draft Merger Agreement Summary Announcement OF "LAMDA DETERGENT SOCIETE ANONYME INDUSTRIAL & COMMERCIAL COMPANY" under the distinctive title "LAMDA DETERGENT S.A" BY ABSORPTION OF "LAMDA COSMETICS SOCIETE ANONYME INDUSTRIAL & COMMERCIAL COMPANY OF CHEMICAL AND COSMETICS PRODUCTS" under the distinctive title "LAMDA COSMETICS S.A."
The societe anonymes:
A) "LAMDA DETERGENT SOCIETE ANONYME INDUSTRIAL & COMMERCIAL COMPANY" under the distinctive title "LAMDA DETERGENT S.A" headquartered at 34, Pentelis Str., Municipality of Palaio Faliro, Attica, with register number 38455/06/Β/97/13, listed and quoted in the Athens Stock Exchange.
B) "LAMDA COSMETICS SOCIETE ANONYME INDUSTRIAL & COMMERCIAL COMPANY OF CHEMICAL AND COSMETICS PRODUCTS" under the distinctive title "LAMDA COSMETICS S.A." headquartered at 34, Pentelis Str., Municipality of Palaio Faliro, Attica, with register number 58838/01ΝΤ/Β/05/96, not listed in the Athens Stock Exchange.
ANNOUNCE
That on December 6, 2006 their Boards of Directors signed a Draft Merger Agreement, according to which the abovementioned companies shall merge by absorption of the second company from the first, which holds 100% of its shares, in accordance with the provisions of article 78 of C.L. 2190/20 and articles 1-5 of L. 2166/93, on the basis of the Transformation Balance Sheet of the second company as of November 30, 2006.
The Draft was subjected to the disclosure requirements from both the merging companies, in accordance with the stipulations of article 7b in conjunction with article 78, paragraph 2, section a of C.L. 2190/20.
The terms of the Draft Merger Agreement are outlined below:
1. The merger will take place by absorption of the second company from the first in accordance with the stipulations of article 78 of the C.L. 2190/20 and articles 1-5 of L. 2166/93. Due to the fact, that the first company owns 100% of the shares of the second company, the final decision regarding the merger will be made from the Boards of Directors of the abovementioned companies according to the provisions of article 78 of C.L. 2190/20.
2. The merger will be complete once the approval decision for the merger of the abovementioned companies is recorded in the register of societe anonymes. The decisions of the Boards of Directors of the merging companies along with the final merger agreement, which will be vested with the type of a notarial document, as well as the supervising authority''''s approving resolution shall be subject to publicity formulations of article 7b of C.L. 2190/1920 for each one of the merging companies.
3. Upon completion of the merger, the absorbing company substitutes the absorbed company de jure and without further formality, according to the law, in all rights, obligations and privities in rights and this transfer equals to universal succession, court proceedings of the absorbed company shall not be interrupted due to the merger and will continue by the absorbing company without further formality. The absorbed company shall dissolve without liquidation.
4. The absorbed company shall transfer its total property (assets and liabilities) to the absorbing company on the basis of its property status as recorded in the 30/11/2006 Transformation Balance Sheet.
5. The absorbing company shall be the exclusive owner, tenant, holder and proprietor of every fixed and mobile asset and of every other property of the absorbed company as recorded in the 30/11/2006 Balance Sheet, the estimation of the book value ofe contributed assets has been made by a Chartered Auditor, in accordance with article 3, paragraph 2 of L. 2166/93.
6. The absorbing company is not obliged to proceed to a share capital increase or to the issuing of new shares as a result of the abovementioned property transfer of the absorbed company, since such a claim is dissolved due to confusion since the absorbing company holds 100% of the shares of the absorbed company. Shares of the absorbed company held in the portfolio of the absorbing company, shall be cancelled upon completion of the merger, due to the abovementioned reason.
7. Within the period from December 1, 2006, which is the day following the Transformation Balance Sheet, according to which the absorption will take place, up to the legal completion of the merger, any action or transaction performed by the absorbed company shall be deemed - in accounting terms - to be so performed for the account of the absorbing company; profits or losses recorded in the said period, will benefit or burden solely the absorbing company.
8. There are not any shareholders of the absorbed company who have special rights or privileges or hold any other titles apart from the shares.
THE BOARD OF DIRECTORS OF THE MERGING COMPANIES
"LAMDA DETERGENT SOCIETE ANONYME INDUSTRIAL & COMMERCIAL COMPANY"
"LAMDA COSMETICS SOCIETE ANONYME INDUSTRIAL & COMMERCIAL COMPANY OF CHEMICAL AND COSMETICS PRODUCTS"