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PCB | November 26, 2007

Aspocomp's shareholders' approves the partnership agreement

The Extraordinary Shareholders' Meeting of Aspocomp Group Oyj has on November 26, 2007 approved the agreement concerning the business arrangement with Meadville Holdings Limited.
Aspocomp Group Oyj and Hong Kong listed Meadville Holdings Limited will carry out an arrangement whereby Aspocomp Group Oyj will, in the first phase, transfer to the holding company it has established the subsidiaries in China (ACP Electronics Ltd.) and India (Aspocomp Electronics India Private Limited) as well as certain assets of the
Salo plant.

The total value of all assets to be transferred is agreed at about EUR 77 million. In the second phase, Meadville Holdings Limited will acquire 80 percent ownership share of the holding company from Aspocomp and pay EUR 61 million as consideration. Aspocomp will remain the minority owner of the company with 20 percent ownership. Aspocomp will use the received consideration to partially repay its interest bearing liabilities in China and in
Finland and to improve its liquidity.

According to the agreement, Meadville Holdings Limited has the right to purchase from Aspocomp and Aspocomp has the right to sell to Meadville Holdings Limited its 20 percent shareholding in the joint venture in the year 2013 at the earliest.

The Board had requested fairness opinion from Board's advisor, Somerley Limited (Hong Kong). According to the fairness opinion the proposed restructuring is fair to the company and in the interest of the shareholders.

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