Transcom adopts merger plan in relation to the proposed

New Post Public Reply Private Reply Replies (0) Message Board

News Desk 2018

Jul 21, 2014 at 1:45 PM

Transcom adopts merger plan in relation to the proposed re-domiciliation from Luxembourg to Sweden

Luxembourg, 21 July 2014 – As disclosed on June 27, 2014, Transcom’s Board of Directors is convinced that the timing is now right for carrying out a re -domiciliation of the parent company of the Transcom Group from Luxembourg to Sweden, given the benefits of such a move for the Group and its shareholders. The re-domiciliation will, subject to inter alia shareholder approval, be executed through a statutory cross border merger between Transcom WorldWide S.A. and its Swedish subsidiary Transcom WorldWide AB (publ), which will become the new publicly listed parent of the Transcom Group. Transcom’s Board of Directors today adopted the attached merger plan outlining the terms of the merger between Transcom WorldWide S.A. and Transcom WorldWide AB. · Through the statutory merger, the current parent company of the Group, Transcom WorldWide S.A., will be dissolved when absorbed by its wholly-owned Swedish subsidiary, Transcom WorldWide AB. Through this absorption, all assets and liabilities of Transcom WorldWide S.A. will be transferred to Transcom WorldWide AB. · The shareholders of Transcom WorldWide S.A. will, as merger consideration, receive Ordinary Shares issued by the new Swedish parent Transcom WorldWide AB. Thereby, as previously disclosed, one (1) new Ordinary Share will be issued for each Class A Ordinary Share issued by Transcom WorldWide S.A. today, and one point zero nine (1.09) new Ordinary shares will be issued for each Class B Preference Share issued by Transcom WorldWide S.A today. · In addition to being conditional upon shareholder approval, the cross border merger and re-domiciliation are also conditional upon the Ordinary Shares of Transcom WorldWide AB being admitted to trading on NASDAQ OMX Stockholm. · When resolving on the merger consideration, as per the foregoing, the Board of Directors has taken a number of factors into consideration, including the market prices at which the Class A Ordinary Shares and the Class B Preference Shares have been traded on NASDAQ OMX Stockholm, and the rights vested in the Class A Ordinary Share and the Class B Preference Share. The Board of Directors considers that the merger consideration has been determined in a diligent and correct manner, observing applicable rules on equal treatment and that the merger is beneficial to the Transcom Group and the shareholder collective. · In addition, the Board of Directors has relied upon a fairness opinion issued by SEB Corporate Finance when determining the merger consideration. · Shortly after the completion of the cross border merger and re -domiciliation, Transcom WorldWide AB intends to execute a 50:1 reversed split. · Due to the merger and the issue of new shares as merger consideration, a merger document will be prepared and approved by the Swedish Financial Supervisory Authority (the "Merger Prospectus"). Transcom expects to publish the Merger Prospectus in early August 2014. · The final registration of the merger by the SCRO is expected to occur during the fourth quarter 2014, subject to approval at a general meeting of the shareholders of Transcom WorldWide S.A. and Transcom WorldWide AB. An Extraordinary General Meeting of the Company's shareholders is planned to take place at the beginning of September 2014, with convening notices planned to be made public on or around July 28, 2014. · The last day of trading in Swedish Depository Receipts, representing shares in Transcom WorldWide S.A., on Nasdaq OMX Stockholm is expected to be two trading days prior to the final registration of the Merger, and the first day of trading in the Ordinary Shares of Transcom WorldWide AB on Nasdaq OMX Stockholm is expected to be on or about the day occurring two days after the final registration of the Merger. More detailed information on this will be made public in advance when such information is available. · Costs related to this project are estimated at €1.1 million, and were recorded in the second quarter of 2014. The expected write-down of tax assets as a result of a re-domiciliation, as communicated in November 2011, is no longer applicable. From a shareholder tax perspective, no immediate direct tax costs would be expected for the shareholders in Sweden. Transcom WorldWide S.A. has been listed on NASDAQ OMX Stockholm since September 6, 2001. A large majority of the Company’s shareholders are based in Sweden and the share of the Company’s capital that is held by shareholders in Sweden amounts to approximately 80 percent. For further information, please contact: Johan Eriksson, President and CEO Telephone +46 70 776 80 22 Pär Christiansen, CFO Telephone +46 70 776 80 16 Stefan Pettersson, Head of Group Communications Telephone +46 70 776 80 88 About Transcom Transcom is a global customer experience specialist, providing customer care, sales, technical support and credit management services through our extensive network of contact centers and work-at-home agents. We are 29,000 customer experience specialists at 57 contact centers across 24 countries, delivering services in 33 languages to over 400 international brands in various industry verticals. Transcom WorldWide S.A. Class A and Class B shares are listed on the NASDAQ OMX Stockholm Exchange under the symbols TWW SDB A and TWW SDB B.

Newer

Older

Scroll down for more posts ▼

Top 10 Most Recent News Articles

Ambrosia Biosciences Unveils Promising Nonclinical Metabolic Data

Ambrosia's Latest Nonclinical Revelations Ambrosia Biosciences has just thrown out some major bait at ObesityWeek® 2026. The highlight? New nonclinical data profiles for two of their understudy small molecule programs—AMB-895 and AMB-131. It may sound niche, but in this sector, promising data spins heads. Their GLP-1 receptor agonist, AMB-895, and GIP receptor...

Princess Cruises Launches New Era at Celebration Key

Never thought I'd see the day when a cruise ship docking would stir such excitement, but here we are. The Star Princess has made its grand debut at Celebration Key, the latest jewel in Princess Cruises' crown. And they're going all out with Bahamian flair—something about a Junkanoo band and beach art that would make even the crustiest sailor crack a smile. Inaugural Fun...

Uber Data Breach: Class Action Investigation Begins

When Tech Meets Trouble: Uber's Data Breach Picture this: the hum of Uber rides weaving through your city, drivers none the wiser that personal info has been pried from the vaults thanks to their tech partner, Fireworks AI. Uber, folks, is in hot water once again. This isn’t just another tech hiccup; it's a legal whirlwind brewing up courtesy of Edelson Lechtzin LLP, a...

D-Wave Quantum Hit with Securities Fraud Lawsuit

A Legal Quagmire for D-Wave Quantum Investors Securities fraud lawsuits are like light in a dark alley—you need them when the truth's been stashed out of sight, but they illuminate the dirty and damp parts of investment strategies nobody wants to talk about. Right now, D-Wave Quantum Inc. is smack dab in the middle of such litigious action. If you had the misfortune of...

KINGRVER Boosts RV Comfort with New Water Heater Lineup

An Upgrade for the Open Road In the land of RV living, comfort is king—or in this case, KINGRVER. Dropping affordable upgrades for water heaters into the world of RVs, KINGRVER's CT6 lineup is like a warm hug on a chilly campsite morning. Whether you've pulled up to a wooded retreat or parked under the vast desert sky, having dependable hot water shouldn't be a gamble....

Shenzhen's Vision Unveiled: APEC 2026 Promo Debut

Shenzhen's Spotlight Moment at APEC 2026 When Shenzhen announced its promotional video for the 2026 APEC Economic Leaders' Meeting, it wasn't just about standard tourism glitz. This was a show of force, a bold step onto the main stage of global politics and economics. The video's launch wasn’t merely an audio-visual delight—it staked a claim in shaping the future...

Championing Change: USTA Mid-Atlantic Gala's Impact

A Night to Remember: USTA Mid-Atlantic's Gala Who would've thought tennis could wield such transformative power? This ain't your average sport gala. Last Saturday, a crowd of over 300 gathered at the Ritz-Carlton Tysons Corner for the USTA Mid-Atlantic Foundation's 2026 Tennis Creates Gala. Hosted by the formidable Malika Andrews, this event wasn't just a fancy...

Pan-Mass Challenge Gifts $80M to Dana-Farber for 2026

A Momentous Gift in a Crunch Time for Cancer Research Biking and philanthropy might seem like an odd duo, but let me tell you, the Pan-Mass Challenge (PMC) is making that partnership look like peanut butter and jelly. This year, PMC rolled out a jaw-dropping $80 million gift to the Dana-Farber Cancer Institute. You heard right—eighty million smackeroos. Talk about going...

Novo's CagriSema Trials Show Promising Weight Loss

Decoding CagriSema's Promise Let me tell you, when those corporate folks from Novo Nordisk announce something big like their investigational drug CagriSema at ObesityWeek® 2026, it’s time to take notice. This isn’t just your average press release about some new weight loss fad. We’re talking about a phase 3 REDEFINE 1 trial that opens up a treasure chest of data...

JOYEE N01 Debuts Globally with First 2,000 Deliveries

JOYYE N01 Breaks into the Global Market Now, here we go, folks—a Chinese car with ambitions bigger than the Sahara. On October 28, the JOYEE N01 rolled off the assembly line and into the international scene with a lot of fanfare at FAW's Yancheng Branch. Mark my words, this isn't just another model trying to strut into the global auto arena. This event delivered the...