Crest Animation to merge overseas subsidiaries via restructuring

MUMBAI: Crest Animation Studios is consolidating its three overseas subsidiaries namely Crest Animation Holdings Inc. (Delaware USA), Crest Communication Holdings (Mauritius) and Crest Interactive (Mumbai) with itself in order to reap benefits of operational synergy and enhance shareholder value.

The scheme of amalgamation presented by the internal group along with independent professional firms appointed to advice the company in the process has been approved by the board in its meeting on 23 August.

As per the proposal, the shareholders of Crest Animation Holdings Inc. other than the held by Crest Communication Holdings, Mauritius, shall be issued 209 equity shares of the company for every 1 common stock/share held by them. The holdings of the company in Crest Communication Holdings, Mauritius, shall be transferred to a trust formed for the benefit of the company upon merger. With respect to these Trust Shares, the company shall issue 1,20,00,000 equity shares in consideration for the merger. The shares of Crest Communication Holdings, Mauritius, in Crest Animation Holdings Inc., USA and of the company in Crest Interactive shall stand canceled upon the merger becoming effective.

Further, as part of the scheme of amalgamation, membership interests in feature film SPV’s hitherto held by the company’s subsidiary in USA would be transferred to the company. The appointed date for the merger is 1 April, 2010.

The shares of Crest Communication Holdings Ltd., Mauritius in Crest Animation Holdings Inc., USA and of the company in Crest Interactive Limited shall stand cancelled upon the merger becoming effective.

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