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Ceylon Theatres, Millers announce merger
The
Boards of Directors of Ceylon Theatres Ltd and Millers PLC last
week resolved that Ceylon Theatres Ltd and Millers PLC to be merged
under a single corporate single entity; Ceylon Theatres Ltd.
Based on amalgamation proposal and independent opinion obtained,
the merger will be effected by a share swap, where every minority
shareholder of Millers PLC will receive 2 (two) shares of Ceylon
Theatres Ltd for every 7 (seven) shares of Millers PLC held prior
to the date of the merger.
Ceylon Theatres Ltd will issue a maximum of 184,548 shares to acquire
645,917 shares held by the minority shareholders of Millers PLC.
The two companies in a joint announcement said the merger proposal
will be submitted to the regulatory authorities for approval and
thereafter to the shareholders of each company, for approval at
separate EGMs.
The current operations of Millers PLC together with the operating
assets and liabilities be transferred to a wholly owned subsidiary
namely Millers Distributors Ltd for a consideration of Rs. 300 million
and for Millers Distributors Ltd to settle the purchase consideration
by an issue of ordinary voting shares for the same value.
Subject to the approval of the Board of Directors of Cargills (Ceylon)
Ltd, Millers PLC to sell the entirety of its shareholdings in Millers
Distributors Ltd to Cargills (Ceylon) Ltd for a consideration of
Rs. 300 million in cash prior to the date of the merger.
The name of the merged company, Ceylon Theatres Ltd, to be changed
to Ceylon Theatres Holdings Ltd upon conclusion of the Merger.
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