Corporate communications
World Tech Enterprises
In compliance with the provisions of Article 10, by reference to Article 83, of Royal Decree-Law 5/2023, of June 28, which adopts and extends certain measures in response to the economic and social consequences of the War in Ukraine, support and reconstruction of the island of La Palma and other situations of vulnerability; transposition of European Union Directives on structural modifications of commercial companies and reconciliation of family life and professional life of parents and caregivers; and of execution and compliance with European Union Law (hereinafter, the “LME”) and the provisions of Directive 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border transformations, mergers and divisions, it is hereby announced that the General and Universal Meeting of ASSECO SPAIN, SA (hereinafter, the “Absorbing Company”) held on 17 January 2025, and the sole shareholder of ASSECO WESTERN EUROPE, SA (hereinafter, the “Absorbed Company”) held on 19 December 2024, unanimously approved the intra-community cross-border absorption merger between the Absorbing Company and the Absorbed Company, which will result in the extinction, via dissolution without liquidation, of the Absorbed Company and the en bloc transfer of its assets. to the Absorbing Company, which will acquire by universal succession all the rights and obligations of the Absorbed Company (the “Merger”).
The merger agreement has been approved under the terms set forth in the common cross-border merger plan (hereinafter, the “Merger Plan”), signed by the members of the governing bodies of the Absorbed Company and the Absorbing Company on October 31, 2024.
Expressly record the right of the shareholders and creditors of the aforementioned companies to request and obtain free of charge the full text of the adopted agreements, as well as the merger balance sheets.
Likewise, it is expressly stated that the creditors of the aforementioned companies may exercise their rights in accordance with article 13 of the LME during the period of three (3) months from the publication of the last merger announcement.
Madrid, January 20, 2025. –
The Chairman of the Board of Directors of the Absorbing Company,
Mr. Jose Antonio Pinilla Pérez
Announcement: Merger of Asseco Western Europe SA – Asseco Spain SA
Date: 11/26/2024
Pursuant to the merger process between Asseco Western Europe SA and Asseco Spain SA, we inform you that, in accordance with applicable legal provisions, the following documentation and information regarding this transaction is hereby made available to all interested parties.
1 – Draft Merger Agreement.
2 – Financial Statements of both companies for the most recent fiscal years.
3 – Merger Report for employees.
4 – The balance sheets of the Merger, which are attached to the Draft Merger Agreement.
5 – The Bylaws of Asseco Spain, SA, which are attached to the Draft Merger Agreement.
6 – The details of the members of the Board of Directors of Asseco Spain, SA, which are indicated in the Draft Merger Agreement.
Questions and Observations:
Observations on the Draft Merger Agreement may be submitted by sending an email to legal@asseco.es