Application of article 7:97 of the Belgian Code on Companies and Associations
Ypres, September 29th, 2023 – Melexis NV (Euronext Brussels: MELE) (Melexis or the Company) announces the application of article 7:97 of the Belgian Code on Companies and Associations (BCCA). The procedure was applied in the context of the planned acquisition by Melexis NV of all the shares in the share capital of Xpeqt NV.
Melexis NV (Melexis) has resolved to purchase 100% of the capital shares issued by Xpeqt NV (Xpeqt) for a total of 13.7 million EUR (the Transaction). The sellers of these shares are Xtrion NV (99.8%), Françoise Chombar (0.1%) and Roland Duchâtelet (0.1%).
Article 7:97, §1, second subparagraph of the Belgian Companies and Associations Code (BCAC) provides that listed companies (Melexis) are not allowed to take any decision regarding a related party transaction without the prior approval by the board of directors having applied the special procedure contained in article 7:97 BCAC.
Considering that Melexis and Xtrion are related parties (as Xtrion is the controlling shareholder of Melexis), the decision to approve the purchase price and terms and conditions of the Share Transfer Agreement by the board of directors of Melexis, triggered the conflict of interests’ procedure for related party transactions under article 7:97 BCAC.
After advice from the committee of independent directors, dated September 27, 2023, the board of directors approved the Transaction and the signing of the Share Transfer Agreement.
This decision is in line with the conclusion of the committee of independent directors, which reads:
“In conclusion, it is the opinion of the Committee that the Transaction and the Share Transfer Agreement are:
- not such as to cause Melexis a disadvantage which, in light of the strategy of Melexis, is manifestly illegitimate; and
- in the interest of Melexis and do not cause a disadvantage to Melexis which would not be outweighed by benefits for Melexis.”
The auditor has assessed the financial and accounting information mentioned in the related minutes of the board of directors and in the above-mentioned committee’s advice. The conclusion of the auditor reads:
“Based on our engagement, nothing has come to our attention that causes us to believe that the financial and accounting data as included in the advice of the Committee of Independent Directors dated September 27 and the minutes of the board of directors dated September 29, which justifies the proposed Transaction, do not give, in all material respects, a true and fair view of, and are consistent with the information available to us in the context of our engagement.” 11 Free translation of the original Dutch text.