Bulletin from extraordinary general meeting in Klaria Pharma Holding AB (publ)
The Extraordinary General Meeting resolved to approve the merger plan adopted by the Boards of Klaria and Karessa on 5 November 2019, according to which the merger is undertaken by way of absorption, with Klaria as the absorbing company and Karessa as the transferring company. According to the merger plan, the exchange ratio for the merger consideration has been determined in such way that each share in Karessa shall be exchanged for 0.6032 new shares in Klaria. The resolution is conditional upon the Swedish Companies Registration Office’s registration of the merger of Klaria and Karessa. Registration of the merger with the Swedish Companies Registration Office is conditional upon the conditions in the merger plan being met, inter alia that the merger is approved also by the shareholders Karessa at a General Meeting in Karessa. The merger is expected to be registered with the Swedish Companies Registration Office in Q1 2020 and will then result in the dissolution of Karessa, whereby all of Karessa’s assets and liabilities will be transferred to Klaria.
Further, the Extraordinary General Meeting resolved on an issue of the merger consideration entailing an issue of 6,635,200 new shares in Klaria. Entitled to receive the newly issued shares shall be shareholders registered in the share register of Karessa on the date when the Swedish Companies Registration Office registers the merger. Settlement of the merger consideration will take place following the Swedish Companies Registration Office’s registration of the merger.
A detailed timetable for the implementation of the merger with Karessa will be communicated after the end of this year, provided that the shareholders in Karessa have approved the merger at a General Meeting in Karessa.
The nature of this information requires Klaria Pharma Holding AB (publ) to publish it as provided in the Nasdaq First North Growth Markets Rules for Issuers. This information was issued under the supervision of the contact persons below for publication on 18 December 2019 at 11:00 CEST.
