K. Wiebes schreef op 31 augustus 2020 14:39:
Reactie van Gretchen (dat rood moet je er zelf maar even bij verzinnen):
Dear K. Wiebes,
Please see below a transcript of your questions from our call on Friday and the replies in dark red from
Vivoryon. Please contact me with any further questions.
“Being that dissenting shareholders would receive €9.00 for their shares, wouldn’t a large proportion of
shareholders prefer that option since the shares are trading significantly below €9?”
--If shareholders holding more than 2% of the voting rights in the aggregate have an objection recorded
in the shareholders’ meeting, the conversion and thus the compensation offer will not be implemented.
Therefore, if too many shareholders try to use this proposal as an exit option, no compensation will be
paid.
“For example, MorphoSys has sold some of their position and they still own 10% of the shares, therefore
they would welcome the chance to liquidate their shares for the €9.”
--Again, if they would dissent at such a level (i.e. more than 2%), there is no way the transaction goes
through and thus, no compensation would be paid. Therefore, the compensation offer does not present
an exit option, in particular not for major shareholders.
“Is the management therefore convinced that MorphoSys would not dissent to the transaction?”
-- No major shareholder has agreed to the transaction in advance. However, given the advantages
for the company and its shareholders of the proposed N.V. structure, the management believes that
all major shareholders will vote in favour of the proposed resolution. The legal form of an N.V. would
reduce administrative efforts for both the Company and its shareholders, would facilitate the access
to a broader investor base including in the U.S.
“Since the company requested a valuation analysis to come to the € 8.87 fair value of the shares,
can Vivoryon please post that analysis report on the website?”
-- The valuation report is part of the conversion report and will be published together with the
invitation and the other documents relating to the General Meeting on or around 3 September
2020.
Best regards,
Gretchen
Gretchen L.P. Schweitzer
Managing Director
Trophic | Communications GmbH
Nog even een vraag teruggestuurd:
Het voorstel moet dus met 98% van de stemmen worden aangenomen?