Raporty
27/2014 Disclosure of delayed confidential information about signing of the letter of intent concerning the negotiations aimed at the transfer of the organised part of the enterprise
The Management Board of Centrum Medyczne ENEL-MED S.A. (hereinafter referred to as the Company) hereby informs that on June 9, 2014, it made a decision about disclosure of the content of confidential information in the scope of which the fulfilment of the reporting obligations had been delayed; and the Company informed of this the Financial Supervision Authority on October 4, 2013, and then – on December 19, 2013 – it informed about the extension of the time-limit for the fulfilment of the reporting obligations in the scope of that information by June 30, 2014.
The confidential information, in the scope of which the fulfilment of the reporting obligations was delayed, was such that on October 4, 2013, the Company signed the letter of intent with LUX MED Diagnostyka sp. z o. o. concerning the negotiations aimed at the determination of the terms and conditions of purchase – by LUX MED Diagnostyka sp. z o. – of 100% of shares in the subsidiary operating under the business name of Centrum Medyczne Diagnostyka Sp. z o. o. to which the organised part of the enterprise of the Company, consisting of a set of tangible and intangible assets used to conduct business activity in the field of diagnostic imaging at the following facilities will be contributed: Bielany Diagnostic Centre in Warsaw, Magnetic Resonance Laboratory in the Grunwaldzka Centre in Gdańsk, Magnetic Resonance Laboratory in Konin, Magnetic Resonance Laboratory in Mielec, Computed Tomography Laboratory in Poznań, Magnetic Resonance Laboratory in Łomża, Computed Tomography Laboratory in Wołomin and Diagnostic Laboratory in Lublin. The goal of signing the letter of intent was the definition – by the parties – of the schedule of negotiations which were to originally end on December 31, 2013, with signing the sale agreement by the parties. The provisions of the letter of intent did not specify the terms and conditions of concluding the possible transaction, as well as they did not include any obligation undertaken by any of the parties to conclude an agreement concerning the sale of shares in the subsidiary operating under the business name of Centrum Medyczne Diagnostyka sp. z o. o.
There are no personal or equity relationships between the Company and LUX MED Diagnostyka sp. z o. o.
The fulfilment of the reporting obligations in relation to the information described hereinabove was delayed as – pursuant to the Company’s assessment – the premature disclosure of the information concerning the fact of conducting the negotiations concerning the sale of shares in Centrum Medyczne Diagnostyka sp. z o. o. would negatively influence the course or the result of such negotiations, which would violate the legitimate interest of the Company. Originally, the time-limit for the fulfilment of the reporting obligations in the scope of this information was set by December 31, 2013. However – as the negotiation process between the Company and LUX MED Diagnostyka sp. z o. o. was prolonged, and, in particular, due to the fact that by December 19, 2013, the parties had not reached a consensus, and they also had not concluded the binding agreement in the scope of terms and conditions of the transaction conclusion – the time-limit for the fulfilment of the reporting obligations was postponed by June 30, 2014, and the Company informed the Financial Supervision Authority of it on December 19, 2013.
The Company will inform about the course and the result of each stage of the negotiations conducted with LUX MED Diagnostyka sp. z o. o. in separate current reports.