In October 24, 2018, the Boards of Directors of Aforti Collections S.A. and LifeBelt Sp. z o.o. have agreed the merger plan for the companies.

The merger of companies shall take place according to art. 492 § 1 point 1 of the Commercial Companies Code in connection with art. 515 § 1, i.e. by transferring all assets of the acquired company to the acquiring company (merger by acquisition). Considering that the acquiring company holds shares in the acquired company constituting 100% of shares in its share capital, pursuant to art. 515 § 1 of the Commercial Companies Code, the merger of companies will take place without increasing share capital of acquiring company.

Moreover, pursuant to art. 516 § 5 of the Commercial Companies Code in connection with art. 516 § 6 of the Commercial Companies Code, and in accordance with the aforesaid provisions, the merger of the companies shall take a simplified form, therefore the provisions of art. 494 § 4, art. 499 § 1 points 2-4, art. 501-503, art. 505 § 1 point 4 and 5, art. 512 and art. 513 of Commercial Companies Code shall not apply.

 

Attachments polaczenie.pdf  (download) :

  • Merger plan;
  • Draft resolution of the General Meeting of the Acquiring Company;
  • Draft resolution of the Shareholders Meeting of the Acquired Company;
  • Draft amending the Articles of Association of the Acquiring Company;
  • Determining the value of the assets of the Acquired Company;
  • Declaration containing information on the accounting status of the Acquired Company;
  • Declaration containing information on the accounting status of the Acquiring  Company.