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22.03.2001 MergerThe boards of directors of Visma ASA and the wholly owned subsidiary Visma Marine AS have decided to merge Visma Marine AS and Visma ASA.The merger is part of a restructuring process aimed at simplifying the company structure, and is being implemented according to the simplified rules in the Norwegian Public Limited Companies Act (Allmenaksjeloven) § 13-24. In accordance with these rules, no consideration may be paid for the merger. The merger thus does not involve a capital increase in Visma ASA. At the time of the merger, Visma Marine has no employees. Rights and obligations regarding employees are therefore, in terms of the Working Environment Act (Arbeidsmiljøloven) Chapter XXII A, not relevant in connection with the merger. The merger takes effect when the creditors' time limit for claiming payment or the provision of security has expired and the coming into force of the merger has been registered in the Norwegian Register of Business Enterprises, cf. the Public Limited Companies Act § 13-17. The merger is to be implemented with continuity in the accounts according to the pooling-of-interests method. The merger will take place with effect in the accounts from 1 January 2001. The merger fulfils the conditions for tax-free mergers in accordance with the Act on corporate taxation (Selskapsskatteloven), Chapter 8. For tax purposes, the effective date of the merger is 1 January 2001. The parties agree that the merger will take place with contractual effect from 1 January 2001. The intention is that registration will take place in the first half of 2001. For further information, please contact: Visma ASA, Øystein Moan, CEO, or Tore Bjerkan, tel.: (+47) 67 52 55 00 |