The Management Board of Orzeł Biały S.A. (“The Issuer”, “The Company”) hereby announces that The Company has decided to incorporate with Orzeł Biały S.A. its subsidiary Speedmar sp. z o.o., its business operations (functions), its rights and obligations and its assets.
The intended amalgamation of Orzeł Biały S.A. and Speedmar sp. z o.o. shall be done on the basis of Art. 492 § 1 Cl. 1 k.s.h. (Commercial Companies Code or CCC) (incorporation through acquisition) by transferring all assets of the acquired company (Speedmar sp. z o.o.) onto the acquiring company (Orzeł Biały S.A.) and will be carried out without increasing the share capital of The Company, in accordance with Art. 515 § 1 k.s.h. (CCC) and in the mode specified in Art. 516 § 6 k.s.h. (CCC).
In order to implement the provisions of the resolution, the Supervisory Board entrusted the Management Board of The Company with the necessary factual and legal actions related to said incorporation, including the preparation and clearing of the merger plan.
Speedmar sp. z o.o. with its registered office at Piekary Śląskie is entered in the register of entrepreneurs of the National Court Register carried with the District Court in Gliwice, 10th Commercial Companies Department of the National Court Register, under KRS 0000276981, with the share capital of PLN 137,000. All shares in Speedmar sp. z o.o. are held by the sole shareholder – Orzeł Biały S.A. The core business activity of Speedmar sp. z o.o. is the road transport of goods. The company has been a member of the Orzeł Biały Group since June 2012.
The intended changes to the structure of the Orzeł Biały Group are consistent with the adopted strategy of The Company, consisting primarily in focusing on its core business. The simplification of the structure is economically justified and meets the ever-increasing compliance expectations and standards.
The Issuer will keep the market informed with relevant reports on The Company’s subsequent activities carried out in the above-mentioned scope as well as about any potential impact of such measures on The Company’s bottom line.
Legal basis: Art. 17 Par. 1 MAR – Insider Information
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