Information on the intention to merge and to adopt a plan of merger between OPONEO.PL S.A. and Oponeo Brandhouse spółka z ograniczoną odpowiedzialnością Inwestycje spółka komandytowo-akcyjna
The Management Board of OPONEO.PL S.A. with its registered office in Bydgoszcz (hereinafter: “the Company”) hereby announces that on 30 May 2022 it decided to merge the Company, as the acquiring company, with its subsidiary Oponeo Brandhouse spółka z ograniczoną odpowiedzialnością Inwestycje spółka komandytowo-akcyjna with its registered office in Bydgoszcz, KRS: 0000450813, as the acquired company (hereinafter: “the Acquired Company”).
On 30 May 2022, the Company and the Acquired Company signed the merger plan agreed pursuant to Article 517§1 of the Commercial Companies Code of 15 September 2000 (hereinafter: “the CCC”), the contents of which, together with the appendices, are attached to this current report.
The merger will take place pursuant to Article 492 §1(1) of the CCC, i.e. by transferring all the assets of the Acquired Company to the Company by universal succession and dissolving the Acquired Company without liquidation (merger by acquisition).
Provided that the Company holds 100% of the shares in the Acquired Company and is the sole general partner of the Acquired Company, the merger will be carried out without amending the Articles of Association of the Company and increasing the share capital of the Company.
The transfer of the assets of the Acquired Company to the Company will take place on the date on which the merger is entered in the Register of Entrepreneurs of the National Court Register maintained for the Company.
The Companies intend to merge in order to optimise and simplify the structure of the OPONEO.PL S.A. Group.