Seneffe, Belgium, 18 February 2019.
Effectiveness of the merger
The merger between EZAG and BEBIG was approved by the shareholders of both merging companies, respectively on 20 December 2018 and 21 December 2018.
The merger has been registered with the commercial register of EZAG, i.e. the Handelsregister Berlin-Charlottenburg on 18 February 2019, which shall be the date on which the merger is effective. As a consequence thereof, BEBIG ceased to exist on 18 February 2019 following its dissolution without liquidation. BEBIG shares will be delisted from Euronext Brussels (and cancelled) and BEBIG's shareholders will be allocated EZAG shares, which are listed on Frankfurt Stock Exchange, within the time frame described below.
Suspension of quotation
Further to the effectiveness of the merger and in anticipation of the delisting from Euronext Brussels of the BEBIG shares, the quotation of BEBIG shares on Euronext Brussels will be suspended as from the registration of the merger until the formal delisting from Euronext Brussels of the BEBIG shares.
The shareholders of BEBIG and EZAG approved the proposed exchange ratio of 5.3 : 1 for the merger, so that the holder of 5.3 shares in BEBIG will be entitled to receive one share in EZAG.
This exchange ratio has been determined on the basis of the discounted cash flow methods which has been deemed as the most appropriate valuation method by the boards of directors of BEBIG and EZAG, based on the work performed by the different experts.
BEBIG appointed Quirin Privatbank AG, Kurfürstendamm 119, 10711 Berlin, as trustee (the Trustee) for the receipt of the allocated EZAG shares (the EZAG Exchange Shares). EZAG has transferred to the Trustee the EZAG Exchange Shares required prior to the registration of the merger with the commercial register of EZAG and instructed the Trustee to transfer such EZAG Exchange Shares to the shareholders of BEBIG pursuant to the exchange ratio and following the described procedure below that will take between two to four weeks (estimate).
Fractions of shares
The fractions of the EZAG Exchange Shares resulting from the exchange ratio will initially be allocated to the shareholders in a separate ISIN for partial rights. These partial rights are freely transferable from 11 to 22 March 2019. The custodian banks or depositaries of the BEBIG shareholders are then requested to transfer the full EZAG Exchange Shares and the combined partial rights to full EZAG Exchange Shares booked with the respective shareholders into the common ISIN of the EZAG shares.
After the period during which the EZAG Exchange Shares will be delivered into the securities account of the shareholder (planned from 11 to 22 March 2019), the remaining partial rights will be subject to a compulsory merger into full EZAG Exchange Shares by Clearstream Banking AG via the Trustee's account. Consequently, on 25 March 2019, the partial rights will be compulsory cancelled from Clearstream Banking AG's books.
The Trustee will try to sell all full EZAG Exchange Shares resulting from the combination of the partial rights on the stock exchange for the account of the shareholders concerned on the two following or more trading days (depending on the market conditions and volume of EZAG shares to be sold), i.e. 25 and 26 March 2019. After this sale, the Trustee will distribute the cash proceeds to the custodian banks or depositaries in proportion to the fractions allocated to them. The custodian banks or depositaries will then pay out the cash to the shareholders. A separate press release will be issued in order to inform the shareholders of the result of the sale and the cash entitlement.
Actions required from the BEBIG shareholders
The holders of dematerialised shares - No action required.
The holders of registered shares - The registered shareholders of BEBIG will receive individual notification explaining the actions which shall be undertaken by said shareholders in order to receive the EZAG Exchange Shares. In a nutshell, the registered shareholders shall provide to EZAG the relevant information on the securities account on which the Trustee will deliver the EZAG Exchange Shares they are entitled to in accordance with the exchange ratio. As the EZAG Exchange Shares are bearer shares, which are not equivalent to registered shares, the registered shareholders of BEBIG need to have a securities account (or as the case may be to open one) in order to be able to receive the EZAG Exchange Shares.
The allocation of EZAG Exchange Shares further to the effectiveness of the merger will be implemented as follows:
|Registration and effectiveness of the merger (and last trading day)||18 February 2019|
|Suspension of quotation of BEBIG shares||As from the registration of the merger until the formal delisting from Euronext Brussels of the BEBIG shares|
|Delisting of BEBIG shares||Presumably 26 February 2019|
|The custodian banks or depositaries will provide the Trustee with the information required to receive the EZAG shares. The holders of registered shares will provide EZAG with similar information.||Between 20 February 2019 and 6 March 2019|
|Delivery record date (i.e. the date on which positions are recorded in order to identify the amount of securities subject to the exchange ratio)||8 March 2019 close of business|
|Discharge of BEBIG shares and delivery of the EZAG Exchange partial rights||11 March 2019 (next business day after delivery record date)|
|Delivery of the EZAG Exchange Shares||Between 11 March 2019 and 22 March 2019|
|Elimination of partial rights||On 25 March 2019|
|Sale of the full EZAG Exchange Shares resulting from the partial rights||Presumably 25 March 2019 to 26 March 2019 (estimate) or longer|
|Allocation of the cash proceeds||Presumably 28 March 2019 (estimate) or later|