Stentys, a medical technology company, has presented the final terms of the acquisition of Cappella Peel Away and of its assets relating to a novel stent delivery system for a total amount of €1mn in stock and cash.
On 3 June 2014, Stentys and Cappella upon authorization of the board of directors dated 2 June 2014, entered into a contribution in-kind agreement relating to the contribution of 100 shares of Cappella Peel Away by Cappella to Stentys.
In accordance with the sixth paragraph of article L. 225-147 of the French Commercial Code, the combined Shareholders’ meeting of 27 May 2014, pursuant to its 16th resolution, has delegated the necessary powers to the board of directors for a period of 26 months, in order to proceed with the issue of new shares (up to a limit of 10% of the share capital of STENTYS) as consideration for the contribution in kind to Stentys of equity securities or securities giving access to the share capital.
At its meeting held on 12 June 2014, Stentys’ board of directors, having duly noted that the conditions precedent to the completion of the contribution were satisfied and upon review of the reports submitted by the Contribution Appraiser ("Commissaire aux Apports"), decided to use this delegation and approved the contribution, its valuation and its consideration.
The board of directors further decided to increase the share capital of Stentys through the issue of 59.643 new ordinary STENTYS shares with a par value of €0.03 each, which will have current dividend rights and will be immediately equivalent to existing shares, and acknowledged the final resulting capital increase and modified the bylaws accordingly.
The main terms and conditions, valuation and consideration of the contribution are summarized below, in accordance with article 12 of AMF instruction n°2005-11 of December 13, 2005 as amended.