STRATEGIC MERGER OF PANAFON - PANAFON EMPORIKI - UNIFON

The Boards of Panafon, Panafon Emporiki S.A and Unifon S.A announce their intention to merge. The three companies will merge under a corporate scheme whereby Panafon will acquire the whole of the issued share capital of both Panafon Emporiki and Unifon that it does not already own. Panafon Emporiki and Unifon are Panafon's largest service providers.The merger is subject to approval from the shareholders general assembly as well as clearance from legal and regulatory authorities.Panafon currently owns 100% of the share capital of Panafon Emporiki and has a 19.6% stake in Unifon, which is listed on the Athens Stock Exchange. Subject to independent valuation and other legal procedures the Boards of Directors estimate that the ratio of the relative values of UNIFON and PANAFON is 1 to 19.1 respectively. Further details of the transaction will be announced in due course and the merger is expected to be completed within the next 5-6 months.This announcement cancels the previously announced proposals (on 25/7/00) with regard to the merger between Panafon Emporiki and Unifon whereby Unifon was to acquire the whole of the issued share capital of Panafon Emporiki. The ?new? merger is considered to be more attractive for customers, shareholders and employees.PANAFON after the completion of the merger will own an extensive nation-wide distribution network of retail outlets. The combined retail outlets strength of UNIFON and PANAFON Emporiki is approx. 1200 points of sale, servicing two thirds of PANAFON's customer base which currently exceeds 2 million.This strategic merger is in line with Panafon's strategy to consolidate its distribution network. This new scheme will benefit from significant economies of scale arising from the existing synergies between Panafon and its two merged service providers and a stronger capital and cash flow structure.

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