EasyFill AB (publ.) Has entered into an agreement to merge with Ebeco AS, and the annual general meeting with be held on 27 April 2017.
EasyFill AB (publ.) and the main owners of Ebeco AS has entered into an agreement that EasyFill acquire Ebeco through a share issue. The acquisition is subject to approval at the general meeting of each company. For this reason, EasyFill is having the annual general meeting at 17:00 April 27, 2017 under a separate notice.
On March 14, 2017 the Company announced that a letter of intent was signed to acquire Ebeco AS in Stavanger, Norway. Ebeco is engaged in manufacturing and sale of shelves and shelf solutions such as TurnLoader and TopSlider in direct competition with EasyFill. In addition to shelving solutions, Ebeco has a growing and profitable product in the form of trailers. The company had sales in 2016 of about 28 MSEK, with some profit. See also the press release of 14 March 2017.
Since the acquisition of Ebeco is subject to shareholder approval, the Board of EasyFill proposes, in order to complete the acquisition, that the general meeting resolves to approve the acquisition, as well as payment for 100% of the shares of Ebeco AS is in the form of 3.2 million reissued B shares and 11,413,471 shares in a new series C in EasyFill. This corresponds to 20% dilution of shares in EasyFill. Ebeco is preliminarily to be booked at a value of about 36 MSEK in EasyFill, subject to auditors approval.
In Ebeco AS 92% of the shares in the subsidiary Ebeco s.r.o. in Nizna, Slovakia, are included as well as a 30% stake in the associate Ebeco Slovakia s.r.o. which is the real estate company that owns the Group’s factory buildings of 2700 square meters in which Ebeco s.r.o. conducts its manufacturing operations in Nizna and 15,000 square meters of undeveloped land in Nizna. One of the conditions is that Ebeco AS by the time of the acquisition owns a 49% stake in Ebeco Slovakia s.r.o.
Under the contract, the new shares of series C will be subscribed by Henning Bersagel AS (10,248,146 shares) and International Holding AS (a company under control Alf Aarthun) (1,165,325 shares). Shares of series C shares the same rights as class B shares, but will not be traded. The owners of Series C assumes lock-up for these shares up to 1 August 2018. From the Aug. 1, 2018, 20% of C shares can be converted annually to class B on the owners request, provided that the annual general meeting approves the boards proposed new articles of association.
The Nomination Committee proposes re-election of all five members of the Board and the election of Alf Aarthun. Alf is 73 years and is a merchant who at the time owned a chain of 20 supermarkets in Western Norway.
Henning Bersagel becomes COO and Technical Director of EasyFill responsible for all development and quality. Henning is responsible for the product line trailers of the new group.
Håkan Sjölander continue as CEO of the Group. New organization will be presented at the AGM.
No later than two weeks before the AGM will be posted on the company website:
1. Board of Directors according to Chapter 13. 7§ Act (2005: 551)
2. The auditors’ opinion on the Board’s report
3. A general description of the new group
4. The Board’s complete proposal regarding the new articles of association
5. The Board’s complete proposal regarding share issue
Before that, the Annual Report for 2016 will be available as well as notice of the meeting with proposals for new articles of association and non-cash.
In connection with the Annual General Meeting to be held in Kistamässans premises, the company will organize a mini trade show starting at 10:00 on Thursday 27th April 2017. The company will showcase the clever store shelf solutions and Ebeco trailers. More information will follow in a separate press release.
Håkan Sjölander
CEO
EasyFill AB
This information is information which EasyFill AB (publ) is required to disclose under the EU Market Abuse Regulation. The information was provided by the above contact person or merchandise for publication March 30, 2017 at. 9:05 EST.
Håkan Sjölander
CEO
+46 70 59 444 69
hakan.sjolander@easyfill.se
Short about EasyFill
EasyFill is a scandinavian development company were the mainn focus is development of shelving soultions that makes the handling of products in stores more efficient.
The products that are developed are patented and sold globally through a network of partners.
EasyFill is based in Bräcke in Jämtland Sweden where developmetn, sales and administration is located. Since May 2007 the company is listed on Aktietorget stock exchange.