Raporty
29/2014 Disclosure of delayed confidential information about submission by the Company of the response to the offer of purchase of shares in Centrum Medyczne Diagnostyka sp. z o. o.
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 November 22, 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 November 21, 2013, the Company submitted the response to the offer – received from LUX MED Diagnostyka sp. z o. o. with its registered office in Warsaw – of purchase of shares in Centrum Medyczne Diagnostyka sp. z o. o. to which the organised part of the enterprise of the Company being a set of tangible and intangible assets intended for carrying out activities in the field of diagnostic imaging at the following facilities would have been 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. In response to the offer of LUX MED Diagnostyka sp. z o. o., the Company expressed the interest in effecting the transaction. However, in the scope of the construction of the transaction, the Company proposed that – after the contribution of the organised part of the enterprise defined hereinabove to Centrum Medyczne Diagnostyka sp. z o. o. – the shares in Centrum Medyczne Diagnostyka sp. z o. o. were contributed by Centrum Medyczne ENEL-MED S.A. as an in-kind contribution – to cover the increase in capital – to Centrum Medyczne Diagnostyka Obrazowa sp. z o. o., whose sole shareholder would be Centrum Medyczne ENEL-MED S.A. Afterwards, Centrum Medyczne Diagnostyka Obrazowa sp. z o. o. would sell 100% of shares in Centrum Medyczne Diagnostyka sp. z o. o. to LUX MED 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.