Signing of a plan of merger between the Issuer and its subsidiary CCC Factory sp. z o.o.
(Current Report No. 41/2023)
28.07.2023 /Issuer/
Legal basis:
Article 17 sec. 1 MAR - confidential information
The Management Board of CCC S.A. with its seat in Polkowice (the "Issuer"), informs that on July 28, 2023, the following plan of merger of the Issuer was agreed and signed, as the acquiring company, with CCC Factory sp. z o.o. with its seat in Polkowice, which is a subsidiary in which the Issuer is the sole shareholder, as the acquired company (the "Target Company") (the "Merger") (the "Plan of Merger"). The Plan of Merger (together with its appendices) is attached to this current report.
According to the Merger Plan, the Merger will take place by transferring all the assets of the Target Company to the Issuer in accordance with Article 492 § 1(1) of the Code of Commercial Partnerships and Companies (merger by acquisition) pursuant to Article 516 § 6 of the Code of Commercial Partnerships and Companies. The merger will take place without an increase in the Issuer's share capital and without exchanging shares of the Target Company for shares of the Issuer, since the Issuer holds 100% of shares in the share capital of the Target Company. The merger will take place as of the date of entry in the Register of Entrepreneurs of the National Court Register (the "Merger Date"). Such entry will have the effect of deleting the Target Company from the Register of Entrepreneurs of the National Court Register. As a result of the Merger, the Issuer will enter into the rights and obligations of the Target Company as of the Merger Date (universal succession). There will be no change to the Issuer's Articles of Association in connection with the Merger.
The planned Merger is a consequence of the Issuer's decision to transfer the logistics division in the form of an organized part of the enterprise by CCC S.A. and the Acquired Company to CCC.eu sp. z o. o. After the acquisition of the logistics division by CCC.eu sp. z o. o. The Acquired Company will not conduct operations. The assets of the Acquiring Company will include only the shares of its subsidiaries. Thus, the merger is aimed at simplifying the structure of the CCC S.A. Capital Group.