Vivoryon Therapeutics AG: Vivoryon Therapeutics AG plans conversion into Naamloze Vennootschap (N.V.) under Dutch law
DGAP-News: Vivoryon Therapeutics AG
/ Key word(s): Miscellaneous
Vivoryon Therapeutics AG plans conversion into Naamloze Vennootschap (N.V.) under Dutch law
Background for this prosposal is the intention of the management board to subject Vivoryon Therapeutics to just one jurisdiction as regards its corporate structure and the listing venue, thereby reducing increasing administrative complexity for Vivoryon Therapeutics and its shareholders. Furthermore, the management board expects that the conversion would facilitate the access to new investors and additional capital markets, such as the US stock market (via an ADR program or a full NASDAQ listing), as an important growth opportunity, even though there are currently no specific plans in this regard.
The administrative headquarters and the entire business operations, in particular Vivoryon's research, will remain in Germany with locations in Munich and Halle (Saale).
Pursuant to German law, Vivoryon Therapeutics must offer dissenting shareholders who vote against the resolution and have their objection recorded in the minutes of the general meeting the acquisition of their shares against a fair and adequate consideration.
Today, Vivoryon Therapeutics determined the amount of the adequate consideration being EUR 9.00 per share. In connection with the determination of the amount of the consideration, the Management Board has commissioned a valuation report from an independent valuation expert. Under certain estimates and assumptions, the independent expert calculates an equity value of Vivoryon Therapeutics of approximately EUR 177.2 million, which corresponds to a calculated value per share of approximately EUR 8.87. On this basis, the Management Board, with the approval of the Supervisory Board, has determined the aforementioned consideration amount.
However, the management board will be instructed in the proposed resolution not to implement the resolution, if adopted, in case shareholders representing more than 2 % of the voting rights in Vivoryon Therapeutics vote against the resolution and have their objections recorded in the general meeting.
This threshold is provided due to the financing requirements of Vivoryon. The implementation of the measures described above and payments in connection with the compensation offer related thereto, if any, should not result in the European 2b clinical study no longer being fully funded. In this case, the Management Board would prefer not to implement the transfer of the statutory seat and the conversion into the legal form of an N.V. despite the advantages for the company and its shareholders connected therewith. Therefore, the Management Board and the Supervisory Board recommend not to accept the compensation offer so that the proposed measures can be implemented in the interest of the company and its shareholders.
Further details are included in the invitation to the ordinary general meeting to be published in the federal gazette (Bundesanzeiger) on or around 3 September 2020 and in the conversion report, which will be available for inspection in the company's premises from 28 August 2020 and from 3 September 2020 together with the other relevant documents on the following website of the company:
For more information, please contact:
About Vivoryon Therapeutics AG
27.08.2020 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
|Company:||Vivoryon Therapeutics AG|
|Phone:||+49 (0)345 555 9900|
|Fax:||+49 (0)345 555 9901|
|Listed:||Regulated Unofficial Market in Berlin, Frankfurt, Munich, Stuttgart; Amsterdam|
|EQS News ID:||1124399|
|End of News||DGAP News Service|