Report no. 46/2014

Pursuant to §5 (1) (13) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and conditions of deeming information required by the regulations of a non-member country equal ( Journal of Laws of 2014, item 133 i.e., hereinabove referred to as the Regulation), The Management Board of EMC Instytut Medyczny S.A. announces that on 27 March  2014 a resolution was adopted on the merger of the Issuer (the acquiring company) and  Zespół Przychodni  Formica Sp. z o. o. (the acquired company). The Issuer  currently holds 100% shares in the company being acquired.

The merger is to streamline the  functions  of the Group EMC Instytut Medyczny S.A., reduce the companies’ operating costs and to simplify their ownership structure.

 

Pursuant to art. 492 § 1(1) in relation to art. 515 § 1 of the Code of Commercial Companies, the Companies shall merge through transfer of all assets and liabilities of Zespół Przychodni  Formica Sp. z o. o. (the acquired company)  to the Issuer (the acquiring company) without increasing the share capital of EMC Instytut Medyczny SA or share exchange.

 

Following the merger, Zespół Przychodni Formica Sp. z o.o.  (the acquired company) shall be wound-up without going into liquidation, while all assets and liabilities of the acquired company shall be assumed by the Issuer (the acquiring company)  by way of universal succession.  The Issuer (the acquiring company)  shall assume all the  rights and duties of the company being acquired.

 

EMC Instytut Medyczny Spółka Akcyjna [Joint Stock Company] with its registered office in Wrocław (54-144), 144-148 Pilczycka St., entered into  the Commercial Register maintained by the District Court for Wrocław-Fabryczna, VI Division of the National Court Register under numbers : KRS [Court Register no.] 0000222636, NIP [Taxpayer ID no.] 8942814132; REGON [Business  ID no.] 933040945, with the share capital of PLN 48,078,096.00. EMC Instytut Medyczny S.A. is a public company within the meaning of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (Journal of Laws of 2013, item 1382).
 

EMC Instytut Medyczny S.A. is Poland’s largest owner of hospitals and outpatient clinics on the market of  private medical care. The Capital Group EMC Instytut Medyczny S.A. currently consists of 10 hospitals and 16 specialist and primary care outpatient clinics. The Issuer’s core medical activities include providing specialized inpatient health care, hospitalizations in general hospitals and outpatient counseling as part of specialist and primary healthcare.
 

Zespół Przychodni Formica Sp. z o. o. with its registered office in Wrocław (51-200), 30 Królewska St., entered into  the Commercial Register maintained by the District Court for Wrocław-Fabryczna, VI Division of the National Court Register under numbers:  KRS [Court Register no.] 0000128191, NIP[Taxpayer ID no.] 8951727450; REGON  [Business ID no.] 932222615, with the share capital of PLN 127,000.00).  100% of shares in Zespół Przychodni Formica Sp. z o. o. are held  by the Issuer the  (the acquiring company).

Zespół Przychodni Formica Sp. z o. o. is made up of three Outpatient Clinics that provide healthcare services in the scope of primary  and specialist care healthcare as well as  dental care.

In accordance with § 19 (2) of the Regulation, the Issuer has submitted the draft merger plan, drawn up in accordance with Art. 499 § 1 of the Code of Commercial Companies with the following documents attached to the merger plan:

1. Draft resolution of the General Meeting of the acquiring company on the merger of  the companies;

2. Draft resolution of the General Meeting of the company being acquired on the merger of the companies;

3. A document setting forth the value of the assets and liabilities of the company being acquired as of 28.02.2014;

4. A statement containing information on the acquiring company’s status disclosed in its accounts  as of 28.02.2014;

5. A statement containing information on the acquired company’s status disclosed in its accounts  as of 28.02.2014;

Given that EMC Instytut Medyczny S.A. (the acquiring company) currently holds 100% shares in Zespół Przychodni Formica Sp. z o.o. (the company being acquired) the merger shall be effected without increasing the share capital of EMC Instytut Medyczny SA or share exchange, pursuant to art. 515 § 1 of Code of Commercial Companies, therefore no changes are provided for to the Status of  EMC Instytut Medyczny S.A.

Pursuant to art. 516§ 6 and  in connection with art. 516 § 5 of  the Code of Commercial Companies, the Management Boards of the merging companies shall not submit a written report as referred to in art. 501 of the Code of Commercial Companies.

 

Pursuant to art. 516, § 6 in connection with art. 516 § 5 of the Code of Commercial Companies, the merger plan shall not be subject to verification by an expert, and therefore no relevant expert opinion has been drawn up.

 

Enclosures

Merger Plan