YIT and Lemminkäinen announced on June 19, 2017, that the companies' Boards of Directors have agreed upon the combination of the two companies through a statutory absorption merger pursuant to the Finnish Companies Act whereby Lemminkäinen will be merged into YIT in such a manner that all assets and liabilities of Lemminkäinen would be transferred without a liquidation procedure to YIT. The shareholders of Lemminkäinen would receive as merger consideration 3.6146 new shares of YIT for each share owned by them in Lemminkäinen. In addition, the Boards of Directors of YIT and Lemminkäinen proposed on July 27, 2017 that the Extraordinary General Meetings of YIT and Lemminkäinen, both convened to be held on September 12, 2017, resolve upon the Merger as set forth in the merger plan.
The Finnish Financial Supervisory Authority has August 24 approved the Finnish language Merger Prospectus, which has been prepared in order to issue Merger Consideration Shares to the shareholders of Lemminkäinen.
The Finnish Financial Supervisory Authority has August 24 granted an exemption to YIT from the obligation to publish listing prospectus in order to list the Merger Consideration Shares on the official list of Nasdaq Helsinki in connection with the execution of the Merger. The exemption requires that YIT will keep available to the public, together with the Merger Prospectus approved on August 24, 2017, all such decisions and factors relating to business operations disclosed by YIT and Lemminkäinen following the publication of the Merger Prospectus that may have a material effect on the value of the securities of YIT or Lemminkäinen.
YIT and Lemminkäinen Merger Approved
Finland — The FIN-FSA has approved YIT's and Lemminkäinen's merger prospectus and granted exemption from the obligation to publish listing prospectus.