The terms of merger between Netia and its two subsidiaries (34/2009)
WARSAW, Poland – May 29, 2009 - Netia SA (“Netia”) (WSE: NET), Poland‘s largest alternative provider of fixed-line telecommunications services, announced today that as part of the ongoing process of internal consolidation of Netia subsidiaries (the “Netia Group”), it has been decided, in accordance with Article 492, section 1 subsection 1 of the Polish Commercial Companies Code (“CCC”), to merge the Company with its wholly owned subsidiary Netia UMTS Sp. z o.o. with its registered seat in Warsaw and also with the Company’s subsidiary Netia Spółka Akcyjna UMTS S.K.A. with its registered seat in Warsaw, in which Netia is a general partner and a shareholder owning 18.359 shares out of a total of 18.360 shares. Netia UMTS Sp. z o.o. is the owner of one share in Netia Spółka Akcyjna UMTS S.K.A. (Netia UMTS Sp. z o.o. and Netia Spółka Akcyjna UMTS S.K.A. are hereinafter referred to as the “Acquired Companies”).
The purpose of the internal consolidation is to simplify and make the Netia Group’s capital structure more transparent. The Management Board believes that this will positively impact the Netia Group‘s operations through reduction of administrative costs, including a decrease in the scale of intercompany transactions in its daily operations.
The Acquired Companies do not conduct operating activities. Netia Spółka Akcyjna UMTS S.K.A. was the intermediate holding company for Netia’s minority interest in former associate company P4 Sp. z o.o. until the Netia Group disposed of this investment on April 30, 2008 (see current report 24/2008 dated April 30, 2008).
Consequently, Netia‘s Management Board and the Acquired Companies’ Management Boards executed on May 29, 2009 an agreement implementing the terms of merger (see an annex). In parallel, Netia and the Acquired Companies applied to the register court for appointing an auditor in order to audit and express an opinion on the terms of merger, which will be subsequently published by the Company in form of a current report. Due to the fact that the Acquired Companies are Netia’s subsidiaries, the statement of the Management Boards of the companies being the parties to the merger is not required by the CCC.
The final decisions with regard to the merger of Netia and the Acquired Companies will be resolved by the General Shareholders Meeting of Netia and the Meeting of Shareholders and the General Shareholders Meeting of the Acquired Companies respectively, which are planned to be convened in the second half of 2009.
Netia‘s Management Board notes that the information relating to the net assets of the Acquired Companies, as well as the representations containing information on Netia’s and the Acquired Companies’ accounting statements as referred to in the Merger Plan, which have been made exclusively for the purpose of the internal consolidation of the Netia Group, do not constitute the financial statements of Netia or the Acquired Companies.
The consolidated financial statements of the Netia Group as at and for the year ended December 31, 2008 prepared in accordance with the EU accounting standards (hereinafter “EU IFRS”) and the press release including selected data contained in the financial statements of the Netia Group for 2008, as well as the following current reports in ESPI format prepared according to the EU IFRS:
- consolidated financial statements for Q4 2008, including condensed Netia SA financial statements for Q4 2008 (QSr form)
- Netia SA annual financial statements for 2008 (R form)
- consolidated annual report for 2008 (RS form)
were published on February 24, 2009 (see current report 13/2009 dated February 24, 2009). The interim condensed consolidated financial statements of the Netia Group as at and for the three-month period ended March 31, 2009, prepared in accordance with the EU IFRS, and a press release including selected data contained in the interim condensed financial statements of the Netia Group for that period, as well as a consolidated quarterly report for Q1 2009 in ESPI format including condensed Netia SA quarterly statements (QSr form), prepared in accordance with the EU IFRS, were published on May 7, 2009 (see current report 31/ 2009 dated May 7, 2009).