Elektrobit Group Oyj - Notice to convene the JOT Automation Group Plc's Annual General Meeting
March 10, 2000
Notice to convene the JOT Automation Group Plc's Annual General Meeting
JOT Automation Group Plc's shareholders are summoned to the annual sharehodlers' meeting to be held Wednesday , April 12, 2000 at the Oulunsal - house in Oulunsalo, Finland at 14:00.
The meeting shall decide on:
1 Matters to be decided upon under Article 11 of the articles of association.
2 The proposal of the board of directors to approve the following merger plan:
1. Merger
The boards of directors of JOT Automation Group Plc and PMJ automec Corpora-tion, have approved on 20 February 2000 the merger plan according to which JOT Automation Group Plc and PMJ automec Corporation shall merge by form-ing a new acquiring limited liability company through a combination merger (the "Merger"). The proposed name of the new company (the "Acquiring company") shall be JOT Automation Group Plc. The merger plan has been registered to the Finnish trade register on 28 February 2000. The contemplated date of the registra-tion of the execution of the merger is September 29, 2000. The proposal for the ar-ticles of association of the Acquiring company is enclosed to the merger plan.
The maximum amount of the Acquiring company's share capital shall be EUR 10,548,729.55. The exact amount of the share capital will depend on the number of the shareholders of the merging companies requiring redemption and on the extent to which the shares of the merging companies can be converted to a round number of shares of the Acquiring company pursuant to the agreed ex-change ratio as well as on the number of shares that are subscribed for on the basis of the options described below in Paragraph 3 prior to the effectiveness of the merger.
2. Merger Consideration
The shareholders of the merging companies will be entitled to a merger consid-eration in the form of shares of the Acquiring company as follows:
2.1 Shareholders of JOT:
One (1) share of the Acquiring company, with accounting par value of EUR 0.05, in exchange for one share of JOT, with accounting par value of EUR 0.02.
2.2 Shareholders of PMJ:
1,153042 share of the Acquiring company, with accounting par value of EUR 0.05, in exchange for one share of PMJ, with accounting par value of EUR 0.10.
To the extent that the number of shares of the Acquiring company that shall be given as merger consideration to the shareholders of PMJ is not an even number, the shareholders shall receive the part of the merger consideration exceeding the even number in cash. The amount of the cash consideration shall be calcu-lated on the basis of a share price equalling the trade volume weighted average of the shares of PMJ on the Helsinki Exchanges during the period of August 1 through August 31, 2000. The cash consideration shall equal the percentage of the non-transferred portion of a share calculated based upon the share price constituting the basis for the consideration. The board of directors of PMJ shall no-tify the value of said cash consideration to shareholders no later than two weeks before the effective date of the merger.
The cash consideration shall be payable to the bank account relating to the shareholder's book-entry account.
The distribution of the merger consideration shall commence on the date of the merger or, if such date is not a banking day, on the next banking day following the date of the merger.
Payment of the Merger Consideration to the Shareholders of JOT
The merger consideration to the shareholders of JOT shall be payable through registration in the book-entry system on the registration date of the approval for the implementation of the Merger Plan and the formation of the Acquiring com-pany in such manner that all the shares of JOT are converted into the shares of the Acquiring company in accordance with the agreed exchange ratio.
To those shareholders of JOT who have not one business day before the registra-tion date of the approval for the implementation of the Merger Plan delivered their share certificates to be recorded in the book-entry system, the merger con-sideration will be paid after the recording in the book-entry system has taken place, by recording the shares gained in exchange in accordance with the agreed exchange ratio in their book-entry accounts.
Payment of the Merger Consideration to the Shareholders of PMJ
The merger consideration to the shareholders of PMJ shall be payable through registration in the book-entry system on the registration date of the approval for the implementation of the Merger Plan and the formation of the Acquiring com-pany in such manner that all the shares of PMJ are converted into the shares of the Acquiring company in accordance with the agreed exchange ratio.
To those shareholders of PMJ who have not one business day before the registra-tion date of the approval for the implementation of the Merger Plan delivered their share certificates to be recorded in the book-entry system, the merger con-sideration will be paid after the recording in the book-entry system has taken place, by recording the shares gained in exchange in accordance with the agreed exchange ratio in their book-entry accounts.
3. Options:
The procedure with respect to the any options issued by JOT and PMJ is de-scribed in Appendix 2 to the merger plan. The holders of the options will be enti-tled to subscribe for new shares of JOT and correspondingly new shares of PMJ during August 15 through September 15, 2000. After such period there shall be no further subscription right.
4. Reasons for the Merger and the Basis for the Determination of Consideration
The boards of directors of the companies have decided to propose the merger because, by combining the business operations, resources and technological know-how of JOT and PMJ into one publicly listed company, it is possible to form an internationally significant supplier of production automation systems for the electronics industry.
The basis for the determination of the merger consideration has been the propor-tion of the market values of the merging companies based upon the trade vol-ume weighted average share prices of the companies on the Helsinki Exchanges. Share prices have been considered for various terms ranging from ten (10) days to twelve (12) months.
In the opinion of the boards of directors of the merging companies, the proposed consideration and the basis for its distribution are justified and correct.
The implementation of the merger shall mean that the shareholders of JOT will re-ceive an ownership interest equal to 83.85 % and the shareholders of PMJ an ownership interest of 16.15 % in the Acquiring company.
5. The governing bodies and auditors of the Acquiring company
The governing bodies and auditors of the Acquiring company shall be elected as part of the approval of the Merger Plan. It is proposed that the first board of direc-tors of the Acquiring company shall consist of the following persons: as the chair-man of the board of directors Juha Sipilä and as the members of the board Jorma Terentjeff, Mika Kettula, Markku Jokela and Niilo Pellonmaa.
Jorma Terentjeff is proposed to be elected as the managing director of the Ac-quiring company.
Tilintarkastajien Oy - Ernst & Young is proposed to be elected as the ordinary auditors of the Acquiring company.
6. Listing
According to the merger plan listing will be applied for the shares of the Acquir-ing company on the Main List of the Helsinki Exchanges with the shares of the Ac-quiring company being traded from the first business day following the effective-ness of the merger.
Documents for shareholders' review
Documents related to the income statements and the merger plan with its enclosures as well as the documents required by the chapter 14, articles 6 and 7 of the Companies Act are available for shareholders' review at the company's main office at Automaatiotie 1, 90460 Oulunsalo, Finland, beginning March 10, 2000. Upon request copies of the above mentioned documents will be delivered to shareholders by mail.
Right to participate
A shareholder has the right to attend the annual shareholders' meeting if he/she has been entered as a shareholder in the company's shareholder register main-tained by the Finnish Central Securities Depository Ltd. not later than on April 7, 2000, or if he/she has the right to attend according to Chapter 3a, Article 4, Para-graph 2 of the Companies Act.
Notifying of participation
A shareholder wishing to participate in the annual shareholders' meeting must no-tify the company no later than on April 10, 2000, 12:00 , either by mail (address: JOT Automation Group Plc, Jaana Kenttälä, Automaatiotie 1, 90460 Oulunsalo, Finland) or by phone (+358 20 568 2700/JaanaKenttälä), by telefax (+358 20 568 2704) or by e-mail ([email protected]). The notification of par-ticipation must arrive before the close of the registration period. Proxies or authori-zations must be provided before the close of the registration period.
Dividend payment
The board of directors proposes to the annual shareholders' meeting that a dividend of EUR 0.013 per share for the financial year of 1999 be distributed. The dividend shall be paid to a shareholder who is registered as a shareholder on the record date in the company's shareholder register maintained by the Finnish Central Securities Depository Ltd. The record date is April 17, 2000 and the dividend payment date is April 26, 2000, if the proposal of the board of directors is approved.
NOT FOR DISTRIBUTION IN THE UNITED STATES. THE SECURITIES TO BE ISSUED INCONNECTION WITH THE MERGER HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 AND, SUBJECT TO CERTAIN EXEMPTIONS, MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES.
Oulunsalo, March 10, 2000
JOT Automation Group Plc
The Board of Directors
Jorma Terentjeff
President, CEO
