Merger of the subsidiaries Olympic Casino Eesti and Kristiine Kasiino
Posted on 20.04.2007The merger is a logical consequence of the acquisition of KK by the OEG group. OEG acquired the shares of KK from AS KC Grupp according to the share purchase agreement entered into on March 1 this year. This transaction was approved by the Competition Board on March 22, and the transaction was closed on April 9, 2007 (see the stock exchange releases of 01.03.2007, 23.03.2007 and 09.04.2007). On April 18, 2007 OEG transferred all of its shares in KK to its subsidiary OCE in order to facilitate the conduct of the merger of its two subsidiaries, as a result whereof OCE became the sole shareholder of KK (see the stock exchange release of 18.04.2007).
Pursuant to the merger report of OCE and KK, the objective of the merger is to facilitate the administrative management of the merger parties and to minimize the respective costs and increase efficiency. The cost minimization will be facilitated by the planned taking of the casinos of AS Kristiine Kasiino that presently operate under the trademark of „Kristiine Kasiino”, to operate under the trademark „Olympic Casino”. As a result, there will be no need to operate two trademarks simultaneously, and in long-term it will help to save investments in branding.
As a result of the merger, KK will be dissolved without a liquidation proceeding. KK will continue to operate under the business name of OCE, and OCE will become the legal successor of KK. As all the shares of KK are held by OCE, the shares of KK will not be exchanged and they will become invalid with the making of the entry regarding the merger in the Commercial Register. The share capital of OCE will not be changed as a result of the merger. According to the merger agreement, no benefits will be granted to the members of the management board and supervisory board of the merging companies in relation to the merger.
The merger will not be audited by an auditor, as pursuant to § 394 (2) of the Commercial Code, an auditor is not required to audit a merger agreement, if all the shares of the company being acquired are held by the acquiring company. The management boards of the merging companies have prepared a merger report in accordance with § 393 of the Commercial Code, where the merger and the merger agreement have been explained and legally and economically justified. Both the merger report as well as the merger agreement are available on the website of the Tallinn Stock Exchange.
The merger agreement will enter into force after its approval by the sole shareholder of KK. Pursuant to § 421 (4) of the Commercial Code, the merger resolution of OCE is not required for the entry into force of the merger agreement provided that (i) the management board of OCE has published a notice regarding the entry into the merger agreement and has provided the documents set forth in the Commercial Code to the shareholders for examination at the seat of the company at least one month before the approval of the merger agreement by KK, and (ii) the approval of the merger agreement by a merger resolution is not required by shareholders whose shares represent at least 1/20 of the share capital and the articles of association do not prescribe a smaller representation.
The merger will be deemed as complete as of the entry of the merger in the local Commercial Register of OCE, which is expected to take place at the end of June this year.
KK and OCE Merger Agreement (in English, PDF)
KK and OCE Merger Report (in English, PDF)
Member of the Management Board
Olympic Entertainment Group
Tel +372 667 1250