Merger between Birdstep Technology ASA and wholly owned
subsidiary
The board of directors in Birdstep Technology ASA (the
"Company") is contemplating merging the wholly owned subsidiary
Voice Roaming Technology AS ("VRT") into the Company. The merger
will be carried out as a merger of parent company and wholly owned
subsidiary pursuant to the Norwegian Public Limited Liability
Companies Act (the "NCA") section 13-24 and thus will not require a
general meeting resolution. All the subsidiary's assets, rights and
obligations will be transferred to the Company without any share
issue or other form of consideration.
The main objective behind the merger is to streamline financial
reporting processes; including combining VRT's tax loss
carry-forwards with that of the parent company, Birdstep Technology
ASA.
Following a merger resolution by the board of directors in both
companies, there will be a 2-month statutory notice period (for
creditors). Under the present timetable the board of directors in
the Company anticipates that merger can be completed by year-end
2011.
The boards of directors in both companies have drafted a joint
merger plan in accordance with the rules laid down in the NCA
section 13-6, cf. section 13-24. Pursuant to Article 8 of the
Company's Articles of Association and the NCA section 13-24:
