Current Report 10/2024
20/05/2024 • 23:38
Subject:
Second notification to the shareholders of cyber_Folks S.A. of the intended merger _by acquisition_ with its wholly-owned subsidiaries Zenbox sp. z o.o. and Otree sp. z o.o.
Legal basis:
Art. 56 sec. 1 item 2 of the Act on Public Offering – current and periodic information
Content:
The Management Board of cyber_Folks S.A. with its registered office in Poznań [“Acquiring Company”], acting pursuant to Article 504 §1 and §2 of the Commercial Companies Code [“CCC”], hereby notifies the shareholders of the Acquiring Company for the second time of the planned merger of the Acquiring Company with its wholly-owned subsidiaries:
a] Zenbox sp. z o.o. with its registered office in Poznań [60-829], at ul. Franklina Roosevelta 22, entered in the Register of Entrepreneurs of the National Court Register under KRS No. 0000414281, whose registration files are maintained by the District Court Poznań – Nowe Miasto and Wilda in Poznań, 8th Commercial Division of the National Court Register, with a share capital of PLN 100.000,00, REGON 242888558, NIP 9492191021, and
b] OTREE sp. z o.o. with its registered office in Poznań [60-829], at ul. Franklina Roosevelta 22, entered in the Register of Entrepreneurs of the National Court Register under KRS No. 0000666544, whose registration files are maintained by the District Court Poznań – Nowe Miasto and Wilda in Poznań, 8th Commercial Division of the National Court Register, with fully paid-up share capital of PLN 9.950,00, REGON 366717220, NIP 8961560419,
hereinafter jointly referred to as the [“Acquired Companies”].
On 24 April 2024, the Management Boards of the Acquiring Company and the Acquired Companies agreed upon and signed a merger plan, which was made publicly available on 24 April 2024 on the Acquiring Company’s website at https://investors.cyberfolks.pl/, in the [“For Investors”] section [“Merger Plan”].
The merger will be effected by transferring to the Acquiring Company – as the sole shareholder of the Acquired Companies – all assets of the Acquired Companies and dissolving the Acquired Companies without liquidation. As a result of the Merger, on the merger date the Acquiring Company will assume all rights and obligations of the Acquired Companies. Given that all shares in the Acquired Companies are held by the Acquiring Company, the merger will be carried out under the simplified procedure pursuant to Article 516 sec. 6 of the CCC and without increasing the share capital of the Acquiring Company.
The Merger Plan will remain continuously available on the above-mentioned website of the Acquiring Company from 24 April 2024 until the conclusion of the General Meeting of the Acquiring Company at which a resolution on the merger of the Acquiring Company with the Acquired Companies will be adopted.
The Management Board of the Acquiring Company announces that the relevant documents specified in Article 505 §1 of the CCC, taking into account Article 516 secs. 5 and 6 of the CCC, i.e. the simplified merger procedure, in particular:
1. the Merger Plan with attachments,
2. the financial statements and Management Board reports on the activities of the Acquiring Company and the Acquired Companies for the last three financial years, together with the auditor’s opinions and reports [if required by applicable law],
are available for inspection at the registered office of the Acquiring Company at ul. Franklina Roosevelta 22 in Poznań, Monday to Friday from 10.00 to 15.00. Shareholders of the Acquiring Company are entitled to request free copies of the relevant documents at the registered office of the Acquiring Company.
Due to the fact that the Acquiring Company holds all shares in the share capital of the Acquired Companies [the Acquired Companies are wholly-owned subsidiaries of the Acquiring Company], pursuant to Article 516 secs. 5 and 6 of the CCC, no Management Board reports of the Acquiring Company and the Acquired Companies were prepared for the purposes of the merger and the Merger Plan will not be examined by an expert appointed by the registry court. Accordingly, the Management Board reports of the Acquiring Company and the Acquired Companies and the expert opinion on the Merger Plan have not been made available for inspection at the registered office of the Acquiring Company. The Merger will not involve an increase in the share capital of the Acquiring Company and no amendments to the Articles of Association of the Acquiring Company will be made in connection with the Merger; therefore, a draft amendment to the Articles of Association of the Acquiring Company has not been made available to shareholders for inspection.
This notification is the second of the two merger notifications required under the CCC.
Article 504 §1 in conjunction with Article 402[1] of the CCC.
BIZNES PAP link: