NOTICE OF PROJECT OF PARTIAL ASSET CONTRIBUTION PLACED UNDER THE SPLIT REGIME
FH FINANCE, a simplified joint-stock company with capital of 44,757,324 euros, whose registered office is at 3, rue de la Forêt Zone Industrielle – 68990 Heimsbrunn, registered with the Trade and Companies Register under number 804 383 297 RCS Mulhouse (Contributing Company)
and
SPINE INNOVATIONS, a simplified joint-stock company with capital of 100 euros, whose registered office is at 3 rue de la Forêt – Zone Industrielle – 68990 Heimsbrunn, registered with the Trade and Companies Register under number 887 534 501 RCS Mulhouse (Company Beneficiary),
The Contributing Company and the Beneficiary Company entered into a partial asset contribution agreement, dated August 21, 2020, under the terms of which the Contributing Company contributes to the Beneficiary Company the branch of activity of distribution of spine products. which it will operate following the final completion of the mergers-absorption of the companies FH ORTHOPEDICS (313 620 916 RCS Mulhouse), IMPLANTS INDUSTRIE (353 862 154 RCS Mulhouse) and LA FINANCIERE D’EXPANSION (344 740 055 RCS Mulhouse).
The assets attached to the branch of activity contributed amount to 2,163,994 euros and the related liabilities amount to 639,707 euros, i.e. a net transferred asset of 1,524,287 euros. will be transmitted by the Contributing Company for their net book value (as of September 30, 2019).
The real value of the branch of activity contributed was set at 10,000,000 euros and the parties to the transaction agreed to retain, for the shares of the Beneficiary Company to be issued in consideration for the contribution, taking into account its recent incorporation, an overall real value of the shares of the Beneficiary Company of 5,000 euros, ie 50 euros per share. Consequently, and in return for the real value of the branch of activity contributed by the Contributing Company, and the value retained for the shares of the Beneficiary Company, the Contributing Company will be allocated 200,000 new shares of the Beneficiary Company of ” a nominal value of 1 euro each, fully paid up, created as an increase in its capital by the Beneficiary Company, i.e. a total nominal amount of 200,000 euros.
The difference between, on the one hand, the value of the net assets attached to the branch of activity contributed, i.e. 1,524,287 euros and, on the other hand, the nominal value of the shares effectively created by way of an increase of its capital by the Beneficiary Company, i.e. 200,000 euros, constitutes a contribution premium amounting to the sum of 1,324,287 euros, which will be entered in the liabilities of the balance sheet of the Beneficiary Company and to which the rights of the old and new partners will relate.
The planned partial asset contribution transaction will have retroactive fiscal and accounting effect as of October 1, 2019.
In accordance with the provisions of Article L. 236-6 of the French Commercial Code, a copy of the draft partial asset contribution agreement will be filed with the clerk of the Mulhouse judicial court on behalf of the Contributing Company and the Company. Beneficiary.
This notice and the draft partial asset contribution agreement relating to this transaction can be viewed, free of charge, on this website, as of August 21, 2020.
Dated on August 21, 2020
To notice.