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FLSmidth Company Announcements

Merger between FLSmidth & Co. A/S and Potagua FLS A/S

01.08.2006
On 1 August, the Boards of Directors of FLSmidth & Co. A/S ("FLSmidth & Co.") and Potagua FLS A/S ("Potagua FLS") have made a final decision to carry out a taxable merger between the two companies, FLSmidth & Co. being the continuing company and Potagua FLS the discontinuing companies as described in Stock Exchange announcement
No. 23-2006.
On completion of the merger, the shareholders of Potagua FLS will receive new shares in FLSmidth & Co. at the exchange ratio of 1:1.2122 (the "Exchange Ratio"). Accordingly, the shareholders of Potagua FLS will receive the equivalent of 1.2122 shares in FLSmidth & Co. for each share in Potagua FLS. FLSmidth & Co. will not receive any consideration for its shares in Potagua FLS.
 
In so far as the Exchange Ratio entails that the number of new FLSmidth & Co. shares received in a shareholder's account is not divisible by 1, the number will be rounded down to the nearest whole number of new FLSmidth & Co. shares. Shareholders of Potagua FLS who are consequently entitled to a fraction of a new FLSmidth & Co. share, will receive such a fraction in cash based on the average market price (all trades) of the FLSmidth & Co. share on the Copenhagen Stock Exchange during the last five trading days prior to the decision on the final completion of the merger, i.e. 25 July 2006 to 31 July 2006, which amounts to DKK [225] per share.
 
The new shares in FLSmidth & Co. will be issued in a temporary ISIN securities identification code DK0060043933 through VP Securities Services, but without any admission for listing taking place on the Copenhagen Stock Exchange in the temporary ISIN securities identification code. The new shares will be transferred to the permanent parent ISIN securities identification code DK0010234467 when the merger and the capital increase have been registered with the Danish Commerce and Companies Agency. The new shares will then be admitted for listing on the Copenhagen Stock Exchange in the permanent parent ISIN securities identification code.
 
Below is a tentative timetable schedule for implementing the merger:
 
Event
Expected date
Last day of listing of shares in Potagua FLS
2 August 2006
Exchange of Potagua FLS shares to new FLSmidth & Co.
shares in the temporary ISIN securities identification code
DK0060043933 in VP Securities Services ("VP") after the
daily updating
7 August 2006
New FLSmidth & Co. shares are registered with the Danish
Commerce and Companies Agency
8 August 2006
New FLSmidth & Co. shares admitted for listing on
Copenhagen Stock Exchange in the permanent parent ISIN securities
identification code DK0010234467
10 August 2006
Temporary ISIN securities identification code is merged with parent
ISIN securities identification code in FLSmidth & Co. in VP
14 August 2006
 
By a letter of 8 May 2006, the Danish tax authorities have confirmed that the permission to effect a tax-exempt share exchange of 9 March 2006 obtained for the purpose of the public share exchange offer submitted on 16 March 2006 will apply to all share exchanges completed by the end of 2006. The permission to effect a tax-exempt share exchange therefore also applies to share exchanges effected as part of the taxable merger. The shareholders may choose to complete the share exchange as a taxable transaction.
 
 
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Please direct any questions regarding this announcement to Board Chairman Jørgen Worning, telephone +45 36 18 18 00.
 
Yours faithfully
Torben Seemann Hansen
Corporate Public Relations