THE GENERAL MEETING OF ACQ BURE APPROVES THE MERGER WITH YUBICO
Kurs & Likviditet
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Informationsteknik |
| Industri | Elektronisk utrustning |
The Extraordinary General Meeting (EGM) of ACQ Bure AB (publ) (“ACQ”) on June 20, 2023, dealt with the following matters:
The merger with Yubico and redemption of shares
The EGM resolved to approve the merger between ACQ and Yubico AB ("Yubico") including the joint merger plan adopted by the boards of directors of ACQ and Yubico on April 19, 2023. Furthermore, the EGM resolved to issue a maximum of 51,759,560 new shares in ACQ as the share consideration in the merger. Through the share issue, ACQ's share capital is increased by a maximum of SEK 129,398,900 to a total of a maximum of SEK 216,898,900. The resolutions are conditional upon the Swedish Companies Registration Office registering the merger with Yubico and that registration takes place no later than October 31, 2023.
The merger is expected to be registered by the Swedish Companies Registration Office during the third quarter of 2023.
Shareholders representing 74,147 shares and votes in ACQ voted against the proposal to approve the merger and the merger plan at the EGM. Accordingly, the shares held by these shareholders may be requested for redemption in accordance with the provisions in ACQ's articles of association between June 20, 2023 and July 4, 2023. Based on the number of shares these shareholders held on the record date of the EGM and that these shareholders’ shareholdings remain unchanged during the redemption period, the redemption proceeds would as a maximum amount to approximately SEK 7.3 million based on a redemption price of approximately SEK 98.05. On July 7, 2023, the board of directors of ACQ intends to resolve on the reduction of the share capital due to the redemption procedure and the result of the redemption procedure will be announced. The expected date for settlement of the redemption proceeds regarding redeemed shares is around July 17, 2023.
Resolution to amend the articles of association
The EGM resolved to adopt amended articles of association due to the merger with Yubico whereby, among other, ACQ's company name shall be changed to Yubico AB, a new business description is introduced in order to adapt the business to the business conducted by Yubico, the limits for the share capital and the number of shares are changed to enable the share issue resolved upon as set out above, and the limits for the number of board members are changed. The resolution is conditional upon the Swedish Companies Registration Office registering the merger with Yubico and that registration takes place no later than October 31, 2023.
Resolution to authorize the board of directors to resolve on share issue
The EGM resolved to authorize the board of directors, on one or several occasions for the period up until the next Annual General Meeting, to resolve to issue new shares to the extent that such new issue can take place without amending the articles of association. An issue may be made with or without deviation from the shareholders' preferential rights. Based on the authorization, the board of directors may resolve to issue a number of new shares corresponding to a maximum of ten percent of the total number of outstanding shares in ACQ including the maximum number of shares that may be issued as share consideration according to the EGM's issue resolution above.
The purpose of the authorization and the reasons for the deviation from the shareholders' preferential rights are to enable the issue to be made in order to restore ACQ's cash position after the redemption of shares in connection with the transaction with Yubico and to finance the payment of fair market value to certain foreign shareholders in Yubico who cannot receive shares due to applicable securities legislation.