Current Report No. 3/2021 — 21.01.2021 12:23Disclosure of delayed confidential information about the signing of the Term Sheet concerning the potential sale of shares in a subsidiary
The Management Board of Atende S.A. (′Issuer′) hereby communicates confidential information whose publication was delayed by the Issuer on 9 December 2020:
′Signing of the Term Sheet concerning the potential sale of shares in a subsidiary
The Management Board of Atende S.A. (′Issuer′) announces that on 9 December 2020, an agreement on the basic terms of the transaction (′Term Sheet′) was concluded between the Issuer and a potential buyer (′Investor′), the object of which was to express the Issuer's and the Investor’s initial intention regarding the Issuer’s sale of all 69.91% shares in Atende Medica Sp. z o.o. (′Atende Medica′).
The total value of the potential transaction, which will not be higher than PLN 4.3 million, comprises: (i) the Investor's purchase of shares from the Issuer for the price of PLN 1.5 million and (ii) the Investor’s takeover or repayment of the bank credit in the current amount of not more than PLN 2.8 million taken by Atende Medica under the Issuer's credit line.
The Parties to the Term Sheet have agreed that in the period from the date of signature of the Term Sheet to 15 January 2021, the Issuer shall not engage in any discussions that directly or indirectly concern the disposal or other offering of any part or all of shares in Atende Medica to third parties. According to the provisions of the Term Sheet, the deadline for the Investor to submit to the Issuer an offer to purchase shares in Atende Medica was set at 31 December 2020.′
In the Issuer’s opinion, earlier disclosure of the above confidential information to the public could have violated its legitimate interests, in particular, earlier disclosure of the information could have had a negative impact on the course of the transaction and the negotiations and on the operating activity of Atende Medica, and could have also mislead the participants of the capital market because of the lack of certainty as to the execution of the transaction. In addition, in the Issuer’s opinion, the delay in the disclosure of confidential information did not mislead the public and the Issuer ensured that the content of said confidential information was kept confidential until it was made public.
The reason for disclosure of the aforesaid delayed confidential information was the conclusion of the agreement on the sale of shares in Atende Medica on 21 January 2021.