Budimex.pl

Aktuální report č. 36 / 2010

Datum: 22. dubna 2010

The stance of the Management Board of Budimex S.A. concerning the planned merger of Budimex S.A. and Budimex Auto – Park Sp. z o.o.

In relation to Current Report No. 18/2010 of March 8, 2010 and with regard to the plan of merger of Budimex S.A. as the acquiring company with Budimex Auto – Park Sp. z o.o. as the acquired company adopted on March 9, 2010 (Current Report No. 20/2010 of March 9, 2010) in order to fully present the causes, motives and the predicted results of the abovementioned merger, the Management Board of Budimex S.A. presents the following stance.
The Companies shall be merged in pursuance of Art. 492 section 1.1 of the Commercial Companies Code through the takeover of Budimex Auto – Park Sp. z o.o. as the acquired company by Budimex S.A. as the acquiring company. Due to the fact that Budimex S.A. holds 100% of shares of Budimex Auto – Park Sp. z o.o., the summary procedure shall be used with respect to the takeover as it is permitted in such circumstances by provisions of the Commercial Companies Code (Art. 516 section 6 of the Commercial Companies Code).
Given the application of the summary procedure in accordance with the applicable provisions of law, the merger plan does not include elements defined in Art. 499 section 1 paragraphs 2, 3, 4, of the Commercial Companies Code, i.e.:
1. the ratio of exchange of shares of the acquired company for shares of the acquiring company,
2. principles regarding the awarding of shares at the acquiring company,
3. specification of the day from which shares of the acquiring company transferred to the shareholder of the acquired company shall entitle to participation in profit of the acquiring company.
Due to the fact that Budimex S.A. as the acquiring company owns 100% of shares in the acquired company, the merger shall be carried out pursuant to Art. 515 section 1 of the Commercial Companies Code, i.e. without increasing the acquiring company’s share capital and, consequently, without transferring the acquiring company’s shares to the shareholder of the acquired company.
Due to the above there are no circumstances required to be disclosed. Consequently, no changes to the Budimex S.A. Articles of Association (the acquiring company) are expected.
As a result of the merger, Budimex S.A. does not award any rights to shareholders or specially entitled persons at the acquired company. Moreover, no special benefits related to the merger are envisaged for the members of authorities of the merging companies or other persons involved in the merger.
In order to economically justify the merger it should be noted that as a result of the sale of the multi-storey car park in Bydgoszcz the Company will cease to carry on any activity. The sole obligations are the guarantee obligations connected with the flats sold within the Wilczak project. Consequently, it is purposeful to restructure the Company through merger with Budimex S.A. (the acquiring company).

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