EQS Group-News: Kinarus AG / Key word(s): IPO/Joint Venture
Basel, Switzerland, August 17, 2021. Kinarus AG ("Kinarus") and Perfect Holding SA ('Perfect Holding'; SIX: PRFN) announced today that the two companies have signed on August 16, 2021 a non-binding Memorandum of Understanding ('MoU') regarding Perfect Holding's envisaged acquisition of Kinarus by way of a share exchange.
The transaction contemplated by the MoU is an issuance of new shares by Perfect Holding to the shareholders of Kinarus in exchange for the contribution in kind by such shareholders to Perfect Holding of all or a qualified majority of the shares in Kinarus. This transaction would enable the Perfect Holding Group to enter the pharmaceutical sector, which offers much more growth potential than the current business activities of the Group.
In view of the respective valuations of Perfect Holding and Kinarus which are currently being reviewed and confirmed, such transaction (designated as a 'reverse take-over' or 'RTO') would naturally result in a dilution of the shareholding of the existing shareholders of Perfect Holding. Perfect Holding (SIX: PRFN) is a publicly listed group on the SIX Swiss Exchange and will prepare, in accordance with applicable regulations, a prospectus for the issuance of such new shares in view of their planned listing on SIX Swiss Exchange.
The implementation of the transaction is subject to conditions, including finalisation of the ongoing valuation and contract negotiations, satisfactory completion of other pre-transaction legal, administrative and regulatory steps, successful completion of a pre-RTO funding round at Kinarus to ensure the funding of its development projects, and approval of the envisaged transaction by shareholders of both companies.
The Board of directors of Kinarus and of Perfect Holding plan to present this very interesting project for approval to its respective shareholders in the coming months.
For more information, please visit the company's website at www.kinarus.com.
Perfect Holding SA
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