Announced Terms of Merger of LESTO and Lietuvos Dujos
On 31 August, the Boards of LESTO and Lietuvos Dujos approved the Reorganization Terms of the Companies. This is a specific step in the implementation of the plans of state-owned energy group Lietuvos Energija to merge the companies managing electricity and gas distribution networks, namely, LESTO and Lietuvos Dujos.
A new public limited liability company ESO (short for Energijos Skirstymo Operatorius) will be created on the basis of these two companies. The new company is planned to start its activities as from 1 January 2016.
The General Meetings of Shareholders of LESTO and Lietuvos Dujos will make decisions on the approval of the Reorganization Terms of the companies and other related issues. The plan is to hold the meetings in December of this year.
“The drafted Reorganization Terms are an important step in merging the electricity and gas distribution operators into a single company. In the ensurance of the distribution of electricity and gas, the new company will mainly focus on the reliability of services, while in the creation and improvement of the services, it will seek to meet the changing customer needs. More efficient operations, less bureaucracy, simpler and clearer processes will allow saving and offering more opportunities for all our customers”- said Aidas Ignatavičius, the CEO of LESTO and nominated CEO of ESO.
The Reorganization Terms provide for a legal method of reorganization of the companies, namely, the merger. After the reorganization, the new company ESO will take over all assets, financial and other obligations, contractual and other duties as well as other rights and obligations of the companies.
The shares of ESO will continue to be traded on the stock exchange. The Reorganization Terms also provide for the principles and ratios of exchange of LESTO and Lietuvos Dujos shares. The exchange ratio of shares was calculated based on the average weighted market price of shares of the companies in Half 1 of 2015 and book value of net assets as of 30 June 2015.
External expert, namely, the audit company Grant Thornton Rimess additionally assessed the Reorganization Terms. The auditors’ report indicates that the exchange ratio of shares was set using appropriate methods, while the calculated share exchange ratio was correct and reasonable.
The Chief Executive Officer and Chairman of the Board of Lietuvos Energija Dr. Dalius Misiūnas said that the merger of the companies has laid a stronger foundation for even more efficient operations of the Group.
“The reorganization of the electricity and gas distribution companies will allow reducing administrative costs and at the same time offering the lowest possible service prices to our customers. More efficient investments in the networks, increasing reliability thereof and decreasing costs of operation will also contribute thereto. We are already serving our customers in joint centres, while after the merger of the companies, we see other opportunities of synergy, which will allow offering an even better service quality to our customers”, - said D. Misiūnas.
The merger of LESTO and Lietuvos Dujos into a joint distribution network company is one of the most important trends in the concept of the programme for the reginement of the calue of Lietuvos Energija companies. The value chain refinement programme covers 4 key areas of operation: production, supply and trade, network and customer service.
A new public limited liability company ESO (short for Energijos Skirstymo Operatorius) will be created on the basis of these two companies. The new company is planned to start its activities as from 1 January 2016.
The General Meetings of Shareholders of LESTO and Lietuvos Dujos will make decisions on the approval of the Reorganization Terms of the companies and other related issues. The plan is to hold the meetings in December of this year.
“The drafted Reorganization Terms are an important step in merging the electricity and gas distribution operators into a single company. In the ensurance of the distribution of electricity and gas, the new company will mainly focus on the reliability of services, while in the creation and improvement of the services, it will seek to meet the changing customer needs. More efficient operations, less bureaucracy, simpler and clearer processes will allow saving and offering more opportunities for all our customers”- said Aidas Ignatavičius, the CEO of LESTO and nominated CEO of ESO.
The Reorganization Terms provide for a legal method of reorganization of the companies, namely, the merger. After the reorganization, the new company ESO will take over all assets, financial and other obligations, contractual and other duties as well as other rights and obligations of the companies.
The shares of ESO will continue to be traded on the stock exchange. The Reorganization Terms also provide for the principles and ratios of exchange of LESTO and Lietuvos Dujos shares. The exchange ratio of shares was calculated based on the average weighted market price of shares of the companies in Half 1 of 2015 and book value of net assets as of 30 June 2015.
External expert, namely, the audit company Grant Thornton Rimess additionally assessed the Reorganization Terms. The auditors’ report indicates that the exchange ratio of shares was set using appropriate methods, while the calculated share exchange ratio was correct and reasonable.
The Chief Executive Officer and Chairman of the Board of Lietuvos Energija Dr. Dalius Misiūnas said that the merger of the companies has laid a stronger foundation for even more efficient operations of the Group.
“The reorganization of the electricity and gas distribution companies will allow reducing administrative costs and at the same time offering the lowest possible service prices to our customers. More efficient investments in the networks, increasing reliability thereof and decreasing costs of operation will also contribute thereto. We are already serving our customers in joint centres, while after the merger of the companies, we see other opportunities of synergy, which will allow offering an even better service quality to our customers”, - said D. Misiūnas.
The merger of LESTO and Lietuvos Dujos into a joint distribution network company is one of the most important trends in the concept of the programme for the reginement of the calue of Lietuvos Energija companies. The value chain refinement programme covers 4 key areas of operation: production, supply and trade, network and customer service.
