Odinsa S.A. informs that in the weekend edition (28-29.08.2021) of the newspaper La República the following was published:
“NOTICE OF MERGER
The undersigned, respectively legal representative of Odinsa SA, a duly constituted stock company with main domicile in Medellín, Colombia (the “Absorbing Company”) and Odinsa Holding Inc., a company incorporated and existing in accordance with the law of the British Virgin Islands, with main domicile in Road Town, British Virgin Islands (the “Absorbed Company”), in compliance with article 174 of the Commercial Code, we inform the public that: (i) the General Assembly of Shareholders of the Absorbing Company, meeting in extraordinary session on August 27, 2021, and, (ii) the Sole Shareholder of the Absorbed Company, by means of a sole shareholder act dated August 27, 2021 respectively, approved a Merger Commitment by virtue of which the Absorbing Company, absorbs the Absorbed Company.
The following table summarizes the accounting situation of the Absorbing Company, as established in its individual, extraordinary and audited special purpose financial statements, as of May 31, 2021. Figures with an asterisk are expressed in thousands of Colombian pesos; Figures without an asterisk are expressed in their real value:
|ACCOUNTING DATA||ODINSA S.A.|
|Total Assets||COP $3.494.175.672*|
|Total Liabilities||COP $1.841.780.802*|
|Subscribed and paid capital||COP $19.604.682.200|
|Par value of the share||COP $100|
The following table summarizes the accounting situation of the Absorbed Company, as established in its individual, extraordinary and audited special purpose financial statements, as of May 31, 2021. Figures with an asterisk are expressed in thousands of United States dollars United; figures without an asterisk are expressed in their real value:
|ACCOUNTING DATA||ODINSA HOLDING INC.|
|Net worth||USD$ 431.478*|
|Total Assets||USD$ 643.293*|
|Total Liabilities||USD$ 211.815*|
|Subscribed and paid capital||USD$ 180.278|
|Par value of the share||USD$ 1|
On the other hand, the undersigned legal representatives, tax auditors and accountants of the companies involved in the merger operation, certify that:
1. The valuations of the Absorbing Company and the Absorbed Company were made using the accounting book value as of May 31, 2021.
2. Taking into account that the sole shareholder of Odinsa Holding Inc. is Odinsa S.A., there will not be a share exchange operation for Odinsa S.A. as a company resulting from the Merger.
In proof of the foregoing, this Merger Notice is signed in Medellín, Colombia, on August 27, 2021.