(Teleborsa) – The ordinary shareholders’ meeting of Comer Industries authorized the execution of the reverse take over operation with WPG Parent BV relating to theacquisition of 100% of the share capital of WPG Holdco BV.
The operation – the note states – is envisaged through: the purchase of 19.7% against payment of a price equal to Euro 40,000,000; the contribution by WPG Parent BV of an equity investment equal to 80.3% of the share capital of WPG Holdco BV held by WPG Parent BV for the release of a capital increase.
With the business combination resulting from the operation, a group is born with a deeply rooted presence on a global scale, one of the world leaders in mechanics in the agriculture sector. In addition, Comer Industries and Walterscheid Powertrain Group further strengthen their market position with an even broader offering of customer solutions.
The Shareholders also approved, in an extraordinary session, the share capital increase against payment, with the exclusion of the option right pursuant to Article 2441, paragraph 4, first sentence, of the Italian Civil Code, for a total of Euro 162,925,960.85, including the share premium, through the issue of no. 8,029,865 new ordinary shares, reserved for WPG Parent BV, to be paid up by contribution in kind of the investment equal to 80.3% of the share capital of WPG Holdco BV.
The completion of the transaction remains conditional suspensively upon the occurrence of the following conditions precedent: approval of the Transaction by the competent antitrust authorities; the approval of the Transaction by the competent authorities pursuant to the applicable regulations in the field of foreign direct investment.
The ordinary shareholders’ meeting also approved the proposal to increase the number of members of the Board of Directors from the current 7 members to 9 members and to appoint Joseph Patrick Huffsmith and Lee Merle Gardner as new members of the Board of Directors, establishing that their appointment will be effective subject to the completion of the acquisition of 100% of the share capital of WPG Holco BV , establishing the term of office equal to the term of office of the directors already in office, that is, until the approval of the financial statements at 31 December 2023, and defining a gross annual remuneration for the office of Euro 50,000 each.
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