Misen Energy divests its operational subsidiary, Misen Enterprise AB, to an amount of EUR 3 million – subject to EGM approval
INSIDE INFORMATION: The Board of Directors of Misen Energy AB (publ) ("Misen", the "Company" or the "Group") has today resolved to enter into a share purchase agreement to divest all shares in the Company's subsidiary, Misen Enterprises AB (the "Subsidiary"), for a purchase price of EUR 3,000,000 (the "Transaction") to Breakfast Language LLC. The completion of the Transaction is subject to approval by an Extra General Meeting in the Company, which is scheduled to be held on 28 May 2024. Notice to the Extra General Meeting will be published separately within two weeks from today. After the completion of the Transaction, the Company will not have any operational activities.
The Transaction
The share purchase agreement has been entered into on market terms with customary representation and warranties. The Transaction has been negotiated on arm's length with Breakfast Language LLC and is conditional of an approval by an Extra General Meetings in the Company. Breakfast Language LLC is a limited liability company incorporated in Delaware, the United States. The Board of Directors of the Company considers that the purchase price of EUR 3,000,000 is in line with market conditions.
Effects of the Transaction
The Company's operations has been carried out in its entirety in the Subsidiary. Consequently, the Transaction implies that there will be no operational activities in the Group. The intention of the Board of Directors is, if the Extra General Meeting approves the Transaction, that the Company shall either: i) continue to conduct similar operations in a new subsidiary, ii) conduct new operations in a new subsidiary or iii) to delist and liquidate the Company. The Company expects to inform the market and the Company's shareholders about the Company's continued operations at the Annual General Meeting which will be held on 28 June 2024, the Annual Report will be published on 31 May 2024.
Notice to the Extra General Meeting
The completion of the Transaction is subject to approval by an Extra General Meeting in the Company, which is scheduled to be held on 28 May 2024. Notice to the Extra General Meeting will be published separately within two weeks from today.