Investor Presentaiton
― In some cases, the merger procedure
can be significantly simplified.
In the case of mergers of joint-stock
companies, it is possible to allow
the voluntary buyout of new shares
representing a minority share in the
merging company, if the successor
company owns more than 90 percent of
the merging company's voting rights.
Companies with different legal forms can also
merge, and mergers may involve more than
two entities.
Cross-border mergers are possible; however,
a number of special regulations apply.
The transfer of assets to a shareholder is a le-
gal form of company transformation in which
a company's assets are transferred to a share-
holder owning more than 90 percent of the
company's registered capital and also repre-
senting more than 90 percent of the compa-
ny's voting rights.
A company can be demerged (divided) through:
- demerger by formation of new companies;
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demerger by acquisition;
spin-off connected with new
company formation;
― spin-off connected with acquisition;
― a combination of the options mentioned
under either 1 or 2 or 3 and 4.
Upon the demerger of a company by the for-
mation of new companies or by acquisition, the
company being demerged ceases to exist with-
out liquidation, while in a demerger by spin-off
its existence continues.
Czech legislation allows a company to change
its legal form solely by changing its internal
legal position and structure, but not having to
cease to exist.
Under certain conditions stipulated by Czech
legislation, a foreign company with its regis-
tered office in another EU or EEA country can
relocate to the Czech Republic while a Czech
company can relocate to another EU or EEA
country.
Public bid for purchase or
exchange of participating
securities issued by a joint-stock
company
Should someone (an entity or individual) in-
tend to make an offer to more than 100 share-
holders or if the volume of requested securities
exceeds one percent of the issue of the regu-
lated market, the offer must be made in the
form of a public bid. If a public bid is required
by law, the offer must correspond to the value
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