Signing of the merger plan by the Boards of the merging companies

The Management Board of Orzeł Biały S.A. (“The Issuer”, “The Company”) hereby announces that, with reference to the current report No 19/2016 dated 26.09.2016, on 24.10.2016, acting pursuant to Art. 498 and Art. 499 of the Commercial Companies Code Act of 15 September 2000, the Management Board of Orzeł Biały SA with its registered office at Piekary Sląskie (Acquiring Company) and the Management Board of Ekobat Orzeł Biały  spółka z ograniczoną odpowiedzialnością [limited liability company] based in Bytom (Acquired Company), in connection with the intention to merge the Acquiring Company and the Acquired Company,  drew up, agreed and signed the merger plan.

The merger will be based on art. 492 § 1 Cl. 1 of the Commercial Companies Code by transfer of all assets of the Acquired Company to the Acquiring Company. The merger will be carried out without increasing the share capital of the Acquiring Company, in accordance with Art. 515 § 1 of the Commercial Companies Code and pursuant to Art. 516 § 6 of the Commercial Companies Code.

Due to the fact that the Acquiring Company holds 100% of the shares in the Acquired Company, the amalgamation procedure will be carried out on the basis of a simplified procedure and in accordance with art. 516 § 6 of the Commercial Companies Code in conjunction with Art. 516 § 5 of the Commercial Companies Code.

The merger represents another activity within the framework of the adopted and consistently implemented strategy of Orzeł Bialy SA consisting in the focus on the core business including by integration into a single entity of convergent businesses within the Group. The merger will result in a simplified organizational structure of the Company’s Group and in optimization of administrative and financial burdens within the Group. In addition, it will provide for mutual synergies.

In the attachment, The Issuer submits the merger plan of the Acquiring Company with the Acquired Company, along with the contents of all the annexes to the said merger plan and The Issuer’s Management Report drafted pursuant to art. 501 of the Commercial Companies Code.

Legal basis: Art. 17 Para. 1 MAR – insider information.

Publication date and time: 24.10.2016 at 17:14

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