At their respective extraordinary shareholders' meetings held this morning, the shareholders of Groupe Gorgé and ECA approved the merger of ECA by absorption into Groupe Gorgé.
This is the final stage of the planned merger between Groupe Gorgé and its subsidiary ECA. Prior to the meetings, the AMF (French Financial Markets Authority) noted that it was not necessary to file a buyout offer in application of Article 236-6 of the AMF General Regulation. Furthermore, on November 13, 2020 Groupe Gorgé and ECA filed the merger document in accordance with the regulations.
The merger was finalized today in accordance with the previously announced exchange ratio (parity) of nine new Groupe Gorgé ordinary shares to five ECA ordinary shares. As a result, Groupe Gorgé issued 3,921,904 new Groupe Gorgé shares to the ECA shareholders. The new shares will be listed from January 4, 2021.
From a technical point of view, the merger will be registered in Euroclear France on January 6, 2021 and the date of delisting of the ECA shares will be effective on December 31st, 2020 after close of the stock exchange.
This press release could contain statements on past events and forward-looking statements including statements regarding future goals or targets. Forward-looking statements reflect current expectations for results and future events.
Such forward-looking statements and targets depend on known and unknown risks, uncertainties and other factors that may cause actual results, performance or events to differ materially from those anticipated herein. All these risks and uncertainties could affect the Group's future ability to achieve its targets. Risks, uncertainties and other factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements and targets include, among other things: the risks and uncertainties mentioned in the press release; the strength of competition; the continuing growth of the market; currency fluctuations; interest rate fluctuations; raw material price fluctuations; armed conflicts or political instability; control of costs and expenses; changes in tax legislation, rules, regulation or enforcement; our ability to successfully keep pace with technology changes; our ability to attract and retain qualified personnel and key personnel; the evolution, interpretation and uniform application and enforcement of International Financial Reporting Standards (IFRS), according to which we prepare our financial statements; supply chain and manufacturing bottlenecks; the performance of our business partners (subcontractors, agents, suppliers, etc.).
Some of these risk factors are set forth and detailed in our Universal Registration Document including the annual financial report filed with the French Autorité des Marchés Financiers. This list of risks, uncertainties and other factors is not limitative. Other non- anticipated, unknown or unforeseeable factors could also have material adverse effect on our targets.
Recognized for its expertise in robotics, automation systems, simulation and industrial processes, ECA Group has been developing complete, innovative technological solutions for complex missions in hostile and confined environments since 1936. Its product offering is designed for an international client base that is demanding, both in terms of safety and effectiveness. The Group's main markets are in the defense, maritime, aeronautics, simulation, industrial and energy sectors.
In 2019, the Group reported revenue of €112.5 million across its two divisions: Robotics and Aerospace.
ECA Group is a Groupe Gorgé company.
The ECA Group is listed on Euronext Paris Compartment B.
ISIN Code: FR0010099515 | Ticker Code: ECASA – Bloomberg Code: ECASA
Marketing, Communication and Press Director
T: +33 (0) 4 94 08 90 00
Financial Press Relations
T: +33(0)1 53 67 36 73
Individual Shareholder Relations
T: +33 (0)1 53 67 36 72