Sygnis Pharma AG has completed its merger with X-Pol Biotech S.L. With the approval of the Annual General Meeting on Oct. 17, Sygnis acquired 100% of the shares of the Spanish X-Pol by way of a capital increase against contribution in kind. This transaction is completed with the registration of the capital increase in the Commercial Register. Thus X-Pol becomes a 100% subsidiary of Sygnis and Sygnis' share capital is increased from about $2.7 million to about $12.2 million. After this transaction, the former shareholders of X-Pol hold 77.5% of Sygnis shares. The previous shareholders of Sygnis now own 22.5% of the new company. No shares were sold in the capital market.
Before the capital increase, a reduction of Sygnis ' share capital from about $21.9 million to about $2.7 million by consolidation of shares in the ratio of 8:1 was executed. Thereby, eight no par value bearer shares with ISIN DE000A1E9B74 were merged into one converted no par value bearer share with the new ISIN DE000A1RFM03. Accordingly, the depositary banks have converted the individual deposits of Sygnis shares as they were on Dec. 5.
If a shareholder did not hold a number of shares divisible by eight, a fraction of shares, this means a partial entitlement to receive one share (ISIN DE000A1RFM11), is booked for the shareholder. In order to be converted into full rights (so-called peak regulation), a corresponding buy or sell order is required. Each required peak regulation will be executed by the respective custodian bank by close of business Dec. 21.
The first listing on Dec. 6 will be based on the trading price of the Sygnis share as of Dec. 5 and will be correspondingly increased by a factor of eight.
Release Date: December 6, 2012