Alytus, Lithuania, 2014-12-05 16:54 CET (GLOBE NEWSWIRE) -- Company group ALITA, AB (hereinafter, the Company) has been informed that the transaction under the Share Sale-Purchase Agreements (hereinafter, the Agreements) concluded by FR&R Invest IGA S.A. (hereinafter, FR&R) and Vytautas Junevičius (hereinafter jointly with FR&R referred to as the Sellers) with UAB MINERALINIAI VANDENYS (hereinafter, the Buyer) on 25 September 2014 has been completed on 5 December 2014.
At the closing, the Sellers sold to the Buyer all 19,806,552 shares of the Company held by them, i.e. 99.03% of all the outstanding shares of the Company (FR&R sold 16,911,188 shares and Vytautas Junevičius – 2,895,364 shares, hereinafter jointly, the Shares). The final sale price of the Shares of the Company for the Buyer is EUR 21,294,887.38.
Following the Agreements, the transaction was completed after the following main conditions precedent to the closing were met:
(i) On 5 December 2014 the Competition Council of the Republic of Lithuania adopted a resolution permitting the Buyer to effect concentration by acquiring up to 100 % of the shares of the Company. The permit was issued on the condition that the Buyer transfers business of the Company, related to production and trade of vodkas and bitters in Lithuania;
(ii) On 5 December 2014 both the Supervisory Board and the Board of the Company resigned from the office. Before the resignation of the Supervisory Board, it elected a new Board of the Company consisting of the following members: Justas Rameika, Vidas Lazickas, Romanas Raulynaitis and Marijus Strončikas. Furthermore, the Board of subsidiary of the Company AB “Anykščių vynas” also resigned;
(iii) On 5 December 2014, the credits received by the Company from Swedbank, AB, the amount of which is EUR 10,423,139.11, as well as received by the subsidiary of the Company AB “Anykščių vynas” in an amount of EUR 2,152,476.11 were refinanced. After this transaction, UAB “MG BALTIC TRADE” became a new creditor of the Company and of AB “Anykščių vynas”; all other terms of the credits remained the same (except that repayment schedule of the credit granted to the Company has been amended without changing the final repayment date, and the final repayment term of the credit granted to AB “Anykščių vynas” was prolonged until 31 August 2015).
In the Agreements the Buyer undertook, after the completion of the transactions under the Agreements and acquisition of the Shares by the Buyer, to submit a mandatory tender offer to buy-up the remaining voting shares in the Company. Also, following paragraph 2 of Article 31 of the Law of the Republic of Lithuania on Securities, in the Agreements the Buyer also undertook to submit a mandatory tender offer to buy-up the voting shares in the Company’s subsidiary AB Anykščių Vynas, which are not owned by the Company
For any additional information, please contact the General Manager Vaidas Mickus, tel. +370 315 57243
