Finnish communications software provider Tecnotree said that an Extraordinary General Meeting (EGM) will take place on 24 September, following a demand by its 24 percent shareholder Viking Acquisitions. Viking asked for the EGM in relation to its bid for certain of Tecnotree’s assets. EGMs can be called by holders of 10 percent of the shares in a company.
Tecnotree said its board of directors has not yet been in a position to take a view on Viking’s proposal, as it is indicative, and several elements to be considered in the evaluation of the proposal remain open. Viking and the Tecnotree board are still negotiating the terms and conditions of the proposed transaction. Viking has proposed buying all the assets relevant to Tecnotree’s business operations, except for operations and assets in Iran and the headquarters in Finland, and any shares in dormant subsidiaries.
Tecnotree specified that the acquisition would include all IPRs owned or used by Tecnotree; all the issued and outstanding shares in Tecnotree’s active subsidiaries excluding the Iranian subsidiary and dormant subsidiaries; all of Tecnotree’s customer and vendor contracts; the whole of Tecnotree’s workforce; and other assets excluding cash, real estate property and headquarters.
Cash and account receivables would be excluded. So would liabilities such as loans, other financial arrangements and account payables, except those pertaining to contracts and staff included in the business being acquired. The deal would also exclude rights to software and IP relating solely to sale and installation operations in Iran. – Telecom Paper