CM-CIC Securities / CIC merger
We would like to inform you that CIC and its fully-owned subsidiary
CM-CIC Securities have agreed upon a merger. In this respect, CIC and
CM-CIC Securities signed a merger agreement on 30 October 2015 under which CIC will absorb CM-CIC Securities with full effect from 1 January 2016 subject to the following suspensive conditions being met:
If these approvals are not obtained in time to carry out the merger on 1 January 2016, the merger will become effective on the date of reception of the last approval required for the merger to go ahead. Once the merger has been carried out, a merger notification will be published and it will be indicated on our website.
This transaction will be carried out in accordance with the provisions of Articles L. 236-1 et seq. and R. 236-1 et seq. of the French Commercial Code and be subject to the simplified regime as set out in Article L. 236-11 of the said Commercial Code. Consequently, this merger will not require the approval of the shareholders at Extraordinary General Meetings of Shareholders held by the two companies participating in the transaction, unless shareholders of CIC, the absorbing company, together representing at least 5% of its share capital request by way of court procedures the appointment of a corporate officer in order to call the Extraordinary General Meeting so that it can rule on approving the merger, which is a very unlikely situation in view of the composition of CIC’s share capital.
As CIC owns all the share capital of CM-CIC Securities, the merger will not result in a capital increase. No exchange ratio needs to be determined. There will be no merger premium.
CIC shall inform the general public of the transaction through an announcement published in the French official bulletin of legal notices (Bulletin des Annonces Légales et Obligatoires or BALO), on its own web site (www.cic.fr) and that of
CM-CIC Securities in accordance with legal and regulatory requirements.
This merger will result in the corporate dissolution without liquidation of
CM-CIC Securities and full transmission of its assets to CIC, which will carry on
CM-CIC Securities’ activities, and will ensure continuity of all the services provided by CM-CIC Securities to its clients.