In conformity with the merger contract of 21.02.2007, AS Norma (“Norma”)
acquires AS Tööriistavabrik (“TRV”), the sole shareholder of which is Norma.
The economic activity of TRV is the design and manufacturing of jigs for batch
production (plastic and aluminium dies; trimming, bending, drawing and
precision dies) for the following branches of industry: automotive industry, IT
industry, electrical equipment and appliances industry, food industry. The
statutory areas of activity of TRV are: production activities, provision of
engineering services, marketing and advertising activities, servicing, trade,
mediation and provision of transport services within the Republic of Estonia.
Information about the activities of TRV is available on TRV's website
www.tooriistavabrik.ee. The Director of TRV is Grigori Geršman and the members
of its Supervisory Board are Jüri Beilmann, Riho Vahtra, Ülle Jõgi and Peeter
Tõniste.
The merger of TRV and Norma is in conformity with the strategy of Norma. The
planned merger is expected to result in improved production efficiency and
reduction of administrative costs in Norma group.
According to the merger contract concluded on 21.02.2007 Norma acquires its
subsidiary TRV. As a result of the merger, TRV is dissolved without liquidation
proceedings and Norma becomes the legal successor of TRV. Norma continues its
operation under its current business name, i.e. AS Norma. The share capital of
Norma does not change as a result of the merger; TRV shares are not exchanged
and become void. According to the audit report on the merger contract given on
22 May 2007, the merger does not harm the interests of creditors [of TRV].
The rights and obligations arising from the merger contract as well as the
merger contract itself have been approved by the merging parties. In conformity
with subsection 421 (4) of the Commercial Code (“CC”), approval of the merger
contract by a merger resolution of Norma is not required for merger, because
100% of TRV shares are held by Norma. The merger resolution is necessary if
this is demanded by the shareholders of Norma, whose shares represent at least
1/20 of Norma's share capital. The merger contract, the audit report on the
merger contract and the financial statements and management reports of Norma
and TRV for the past three financial years are available for the shareholders
of Norma for examining at the seat of Norma at Laki 14, Tallinn, from the date
of publication of this stock exchange announcement. These documents are also
available on the Tallinn Stock Exchange website http://www.ee.omxgroup.com. In
conformity with subsection 393 (2) of CC, no merger report has been prepared.
If the shareholders have not filed an application for calling a general meeting
within one month from making the above documents available for examining, it is
considered that the shareholders of Norma have not wished to hold a special
general meeting for approval of the merger contract and Norma continues with
due acts for entry of the merger in the commercial register, filing a
respective application to the registrar of the commercial register not earlier
than one month after the approval of the merger contract by Norma, the sole
shareholder of TRV. In conformity with subsection 403 (2) of CC, the company
being acquired is deemed to be dissolved as of entry of the merger in the
commercial register of the seat of the acquiring company. In conformity with
subsection 399 (1) of CC, immediately after the merger is entered in the
commercial register, Norma publishes a merger notice to the creditors of Norma
and TRV in the publication Ametlikud Teadaanded, informing them of the
possibility to submit, within six months after the publication of the notice,
their claims to Norma in order to receive a security.
In conformity with the merger contract, the members of the Management and
Supervisory Boards are given no favours in connection with the merger.
There are no court or arbitration proceedings in connection with TRV that could
have a substantial effect on the economic activity of TRV. Also, there have
been no substantial changes in the economic activity of TRV after the end of
the past financial year.
Further information: Peep Siimon
Chairman of the Management Board
Phone: +372 6 500 444
