(Boursier.com) — BIOSYNEX and THERADIAG announce that the extraordinary general meetings of shareholders of THERADIAG SA (Euronext Paris: ALTER) and BIOSYNEX SA (Euronext Paris: ALBIO) met today and approved the merger-absorption of THERADIAG by BIOSYNEX, on the basis of an exchange ratio of 1 BIOSYNEX share for 7 THERADIAG shares.
The Board of Directors of BIOSYNEX met after the extraordinary general meetings of the two companies and noted the completion of the operation. The merger-absorption leading to the dissolution without liquidation of THERADIAG took effect today, it being specified that it will, from an accounting and tax perspective, be retroactive to January 1, 2023.
As remuneration for the contributions made by THERADIAG shareholders and in application of the exchange parity, BIOSYNEX today increased its share capital by a nominal amount of 49,582.6 euros by issuing 495,826 new shares of a nominal value of 0.10 euros each, fully paid up and allocated to THERADIAG shareholders (other than BIOSYNEX). These new shares were today the subject of a request for admission to trading on Euronext Growth Paris. The new BIOSYNEX shares will be admitted to Euronext Growth Paris on the same listing line as the existing shares (ISIN: FR0011005933).
In this context, the listing of THERADIAG shares on Euronext Growth Paris is suspended. The new BIOSYNEX shares will be issued and admitted to trading on Euronext Growth Paris on December 21, 2023 and allocated to THERADIAG shareholders (other than BIOSYNEX) on December 27, 2023. THERADIAG shares will be delisted on December 21, 2023.
It is recalled that, in the event that THERADIAG shareholders do not own, to date, the number of THERADIAG shares necessary to obtain a whole number of BIOSYNEX shares, in application of the exchange parity of the merger, the financial intermediaries concerned (i) will sell on the Euronext Growth Paris market the unallocated BIOSYNEX shares corresponding to fractional rights in accordance with the terms and conditions provided for in Articles L. 228-6-1 and R. 228-12 of the Commercial Code and (ii) will distribute the funds thus obtained among the holders of fractional rights and in proportion to their rights, within 30 days from December 27, 2023.
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