19/02/2019
MATba and ROFEX signed definitive merger agreement
MATba´s (Buenos Aires Futures Exchange) and ROFEX´s (Rosario Futures Exchange) Boards of Directors have today signed the Demerger/Merger Definitive Agreement, which constitutes a historical milestone in Argentina´s Capital Markets.
After being approved by the Meetings of Shareholders of both Companies in December last year - almost unanimously in ROFEX and by a large majority in MATba - the integration of both Exchanges, which was agreed to by the Boards of Directors in the Previous Commitment signed on October 25, 2018, is thus ratified. No dissent rights were used by any shareholder.
The terms for creditors ‘opposition and the eventual obtention of seizures ended on February 15. The total amount of seizures ordered at said date does not reach 2 million pesos, being insignificant in relation to ROFEX INVERSORA´s and ACSA INVERSORA´s assets.
Most seizure requests were rejected by Judges since they did not meet the requirements needed for this type of measures and after noting that the corporate reorganization process did not imply a solvency decrease of the continuing companies.
As from the signing of this definitive agreement, administrative compliance will be requested before the CNV (National Securities Commission) and other competent authorities. The definitive agreement contemplates usual conditions for the closing of the merger and the issuance of MATba´s new shares in exchange for ROFEX´s shares. The operational integration is expected to be finished in a few months and MATba and ROFEX are expected to become a single Exchange by mid-year.
Moreover, MATba and ROFEX valuations carried out by Columbus Zuma, basis of the merger´s share swap ratio, amounted to USD 274 million. Such valuations have been revalidated by several share purchase transactions of both Exchanges, which were made by private and independent investors in the past weeks.
