(Finance) – The Board of Directors of Antares Vision, an Italian multinational leader in traceability and quality control, has examined and approved the merger by incorporation into Antares Vision of its subsidiary Convel, a company specializing in automated inspection in the pharmaceutical industry (Convel). The merger plan was also approved by the Convel Board of Directors on the same date.
The merger operation – reads a note – stems from the need to proceed with the concentration within Antares Vision of the activities carried out independently by Convel (and which already fall within the corporate purpose of Antares Vision and are carried out by the same ), with the related and consequent simplification of the group headed by the Company. The objectives that are intended to be achieved through the corporate reorganization proposed with the merger project are: consolidation of production and commercial activities in the area of inspection machines for the pharmaceutical sector; optimize the management of resources and intra-group economic-financial flows deriving from the activities currently divided by the individual companies; allow greater flexibility of internal processes;
contain business management costs thanks to the achievement of economies of scale and the maximization of synergies in the various activities, without duplication and corporate and administrative overlap.
The company being merged is – and will be on the date of completion of the Merger deed – directly and wholly owned by Antares Vision and therefore, applying the simplified merger procedure, neither the explanatory report of the administrative bodies of the company participating in the Merger is necessary. nor the expert report on the fairness of the exchange ratio. Furthermore,
since no Antares Vision shares are due to the shareholders of Convel, it is not necessary to determine the exchange ratio and the procedures for assigning the shares, as well as the date from which these shares will participate in the profits. The Merger operation ends in the cancellation of the share capital of the company being merged.
It is currently expected that in September 2022 the Merger will be submitted to the approval of the administrative body of Antares Vision and the shareholders’ meeting of Convel, without prejudice to the right of the shareholders of Antares Vision who represent at least 5% of the share capital. to request within 8 days of the registration of the merger project in the relevant Companies ‘Registers that the decision approving the Merger be adopted by the Company’s Shareholders’ Meeting.