EUROFINS SCIENTIFIC : Proposed corporate seat transfer of Eurofins Scientific SE to Luxembourg approved at the Extraordinary General Meeting
17 January 2012
Pursuant to the transformation of its holding company Eurofins Scientific from a French Société Anonyme into a European Company (Societas Europaea - SE) as approved at the General Shareholders Meeting on May 2, 2007, Eurofins Group is proceeding with the planned transfer of the legal corporate seat of Eurofins Scientific SE to the Grand Duchy of Luxembourg, 10A, rue Henri M. Schnadt, L-2530 Luxembourg.
Eurofins Scientific SE will remain listed on Eurolist (Euronext Paris), and the seat of the Group's operational activities in France will remain in Nantes. The planned transfer of the registered office of the holding company of the Group is part of discussions held by the Board of Administration to strengthen the legal and financial integration of the Group and improve its organization and competitiveness. It is in line with the Group's legal and financial structure, having been organized around a holding company per industry, each of which is located in Luxembourg. The move is also consistent with Eurofins' intention to transform into a truly European corporation, given that 80% of its revenues are now generated outside of France.
Holders of the three bond instruments issued by the Company (OBSAR 2006, OBSAAR 2010 and the Deeply Subordinated Fixed to Floating Rate -"Hybrid"- Notes), and of securities attached to the first two bond instruments (BSAR 2013 and BSAAR 2017), had voted already in favour of the proposed transfer during the five Extraordinary General Meetings held earlier for the holders of the respective instruments.
The proposal to transfer the registered office of Eurofins Scientific SE from France to Luxembourg has been approved by shareholders at the Extraordinary General Meeting (EGM) held on January 11, 2012, with a majority vote of nearly 85%. The transfer was approved based on the condition precedent that the minority shareholders who voted against the resolution at the EGM, and therefore have a right to object, do not require the redemption of their shares in such proportions that it would lead the Board of Administration to have to abandon the project of transferring the registered office in Luxembourg, given the available liquidities and the potentially unreasonable impact of these redemption requests on the financial structure of the Group.
In accordance with Articles L.229-2 paragraph 3 and R.229-6 of the French Commercial Code, these minority shareholders who voted against the resolution (representing 18.44% of the total share capital) may file their opposition to the transfer within one month from the publication date of the decision of the EGM on the BALO1 and another journal of legal notices, scheduled on January 18, 2012. They will have until February 20, 2012 to request redemption of their shares by the Company through a registered letter with return receipt to be addressed to the registered office of Eurofins Scientific SE, Rue Pierre Adolphe Bobierre, PO Box 42301, 44323 Nantes Cedex 3, France, for the attention of the Legal Service.
The Company will then send to each shareholder having made such a redemption request, within fifteen days of receipt of such request and in accordance with Article R. 229-7 of the French Commercial Code, a bid that will include the offer price per share and the terms of redemption. This price which shall be identical for all bids will be determined by the Company's Board of Administration on the basis of a multi-criteria evaluation, conducted in accordance with objective methods mentioned in Article L. 433-4 paragraph II of the French Monetary and Financial Code and will be communicated in a press release accordingly. At the end of the offer period to the opposing minority shareholders and depending on the volume of redemption bids accepted by those shareholders, the Company's Board of Administration will meet to decide whether to lift the condition precedent to transfer the corporate seat to Luxembourg or not.
For more information, shareholders are advised to refer to the Company's website http://www.eurofins.fr/fr-fr/informations-financieres/information-juridique.aspx
For further information please contact:
Phone: +32 2 769 7383
Notes for the editor:
Eurofins - a global leader in bio-analysis
Eurofins Scientific is the world leader in food and pharmaceutical products testing. It is also number one in the world in the field of environmental laboratory services and one of the global market leaders in agroscience, genomics and central laboratory services.
With about 10,000 staff in more than 150 laboratories across 30 countries, Eurofins offers a portfolio of over 100,000 reliable analytical methods for evaluating the safety, identity, composition, authenticity, origin and purity of biological substances and products. The Group provides its customers with high quality services, accurate results in time and expert advice by its highly qualified staff.
Eurofins is committed to pursuing its dynamic growth strategy by expanding both its technology portfolio and its geographic reach. Through R&D and acquisitions, the Group draws on the latest developments in the field of biotechnology and analytical chemistry to offer its clients unique analytical solutions and the most comprehensive range of testing methods.
As one of the most innovative and quality oriented international players in its industry, Eurofins is ideally positioned to support its clients' increasingly stringent quality and safety standards and the expanding demands of regulatory authorities around the world.
The shares of Eurofins Scientific are listed on the NYSE Euronext Paris Stock Exchange (ISIN FR0000038259, Reuters EUFI.PA, Bloomberg ERF FP).
This press release contains forward-looking statements and estimates that involve risks and uncertainties. The forward-looking statements and estimates contained herein represent the judgement of Eurofins Scientific' management as of the date of this release. These forward-looking statements are not guarantees for future performance, and the forward-looking events discussed in this release may not occur. Eurofins Scientific disclaims any intent or obligation to update any of these forward-looking statements and estimates. All statements and estimates are made based on the data available to the Company as of the date of publication, but no guarantee can be made as to their validity.
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