MERGER AGREEMENT WITH BALTIC MOONTECH INVESTMENTS HOLDING AS
AS Starman hereby announces that it has concluded a merger agreement with its
majority shareholder Baltic Moontech Investments Holding AS (hereinafter:
“Moontech”). The merger agreement will enter into force after the approval
thereof by the general meetings of shareholders of AS Starman and Moontech.
Moontech (reg. code 11428391; address: Suur-Karja 3 / Sauna 2, 10140 Tallinn)
is a holding company. Its activities are limited to holding the shares of AS
Starman.
Moontech will be dissolved as a result of the merger and its shares will be
replaced by the shares of AS Starman on the conditions set forth in the merger
agreement. Current shareholders of Moontech will, as a result of the merger,
receive the following holdings in AS Starman: OÜ Com Holding shall receive
2,733,417 shares, OÜ Polaris Invest shall receive 1,480,275 shares and Xalto
CDO II B.V. shall receive 8,839,878 shares of AS Starman. No additional
payments will be made in the course of the merger.
Economic and legal justification of the merger and the reasons for the choice
of the manner of the merger are stipulated in the merger report appended to
this notice.
The merger is a transaction with a related person in the meaning of Nasdaq OMX
Tallinn rules. The companies controlled by the member of the management board
of AS Starman Peeter Kern (OÜ Com Holding) and the member of the supervisory
board of AS Starman Indrek Kuivallik (OÜ Polaris Invest), currently the
shareholders of Moontech, will, as a result of the merger, acquire direct
holdings in AS Starman.
Moontech was incorporated and registered in the Estonian Commercial Register as
at 28 September 2007 and therefore it is impossible to indicate the latter's
financial data for the last three financial years; nor is it possible to
provide audited annual reports of Moontech for the last three financial years.
As at 31 December 2008, Moontech had no turnover as it is merely a holding
company with no economic activity of its own.
The current share capital of Moontech is 999 990 EEK. The shareholders of
Moontech are Xalto CDO II B.V. (66,72%), OÜ Com Holding (21,59%) and OÜ Polaris
Invest (11,69%).
There are no court or arbitration proceedings involving Moontech, which may
have a significant effect on the business activity of Moontech or the merged
entity.
There has been one transaction executed between Moontech and AS Starman.
Namely, on 23 December 2008, Moontech and AS Starman executed a loan agreement
according to which Moontech provided AS Starman a loan in the total amount of
1.8 million euros with the interest rate of 8.5% per annum. The final repayment
date of the loan provided under the loan agreement described above is 3 (three)
years as from the date of transfer of the loan amount to AS Starman.
The members of the supervisory board of Moontech are: Krisztina Havas (born
10.05.1964), Tamas Szalai (born 15.06.1967) and John Frederick Martin (born
24.02.1953). The sole member of the management board of Moontech is Ursula
Laido (personal ID code 48209260331).
On 5 March 2009, the Board of Nasdaq OMX Tallinn AS resolved to exempt AS
Starman from the obligation to publish the merger prospectus, since there is
reason to believe that the merger will not have a significant effect on the
price of the listed shares of AS Starman.
Henri Treude
Marketing Director
AS Starman
E-mail: henri.treude@starman.ee
Tel: 6779 977
