A resolution on merger with Skanditek Industriförvaltning AB was passed by the Extraordinary General Meeting of Bure on 1 December 2009. Detailed information about the merger is to be found in the information document below.
Tax issues in Sweden
Tax consequences of the merger
The following is a summary of certain Swedish tax issues that may arise for shareholders in Skanditek as a consequence of the merger. For further information, see page 52-54 in the information document below.
The share in Skanditek are considered to be divested when Skanditek is dissolved through the merger, i.e. on January 27, 2010. According to the rules on roll-over relief, no taxable capital gain or deductible capital loss will arise upon the disposal for individuals who are resident or permanently live in Sweden. The tax basis for the shares in Skanditek will instead automatically be rolled over to the Bure shares received as merger consideration.
It could be noted that the exchange of shares does not need to be reported in the tax return.
However, a disposal of shares in Bure, including a sale of fractions, gives rise to capital gains taxation which must be reported in the tax return (see “Taxation upon disposal of shares in Bure” below).
See page 52 in the information document below.
Taxation upon disposal of shares in Bure
Capital gains taxation will arise when an individual or a legal entity disposes of shares in Bure received as merger consideration.
If a shareholder that receives Bure shares through the merger claims deferred capital gains taxation or applies the rules on roll-over relief, a special rule will apply if such a shareholder already holds shares in Bure or acquires additional shares in Bure after the merger. According to the special rule, subsequent disposals of shares in Bure will be deemed to occur in the following order:
1. shares in Bure acquired prior to the merger
2. shares in Bure acquired through the merger
3. shares in Bure acquired after the merger
Capital gains and losses are calculated as the difference between compensation, less any sales expenses, and the amount of expenses (tax cost).
The capital gain or capital loss is calculated as the difference between the sales proceeds, after deduction for sales expenses, and the tax basis. The tax basis is determined according to the “average method”. This means that the tax basis for all shares of the same type and class are added together and determined collectively, with respect to changes to the holding. For listed shares, as the Bure shares, the tax basis may, as an alternative, be determined as 20 per cent of the net sale revenue under the “standard rule”.