Introduction
On December 4, 2015, the Boards of Directors of (i) Viohalco S.A, (ii) Viohalco’s affiliated Greek companies Elval Holdings SA, a company listed on the Athex (“Elval”), Alcomet S.A. Copper and Aluminium SA, a non-listed company (“Alcomet”), Diatour, Management and Tourism SA, a non-listed company (“Diatour”), and (iii) the Luxembourg non-listed company Eufina SA (“Eufina”), decided to proceed with a cross-border merger by absorption of Elval, Alcomet, Diatour and Eufina by Viohalco.
The Merger will result in a simplification and a rationalization of the overall corporate structure of the group of companies controlled, directly or indirectly, by Viohalco. On one hand, it will allow for the cancellation of unnecessary current cross-participations between the merging companies, which resulted from successive intragroup re-organizations that took place in the past. On the other hand, it will allow for the cancellation of intermediate holding companies (Elval, Alcomet and Diatour), thus uplifting an additional part of the holding function (i.e. managing participations held in industrial and commercial companies) to the group’s mother company Viohalco. As a result of the Merger, the quality and the efficiency of the overall holding function at group level will be substantially improved, and the related monitoring, supervision and management costs will be accordingly reduced. More important, the Merger will render the group’s overall corporate structure more transparent and intelligible to the global investor community and the international money and capital markets. In addition, the absorption of Eufina will add approximately 10 million euros to Viohalco’s current liquidity. The Merger, just as the preceding corporate restructurings which took place in 2013 and in 2015, aims at enabling Viohalco to secure the best available conditions when accessing the international money and capital markets, raising finance and channeling fresh capital in order to support productive investments within the group in the medium and long term.