Report 33/2017

Date: 31.08.2017

Subject: Subject: Decision to lay groundwork for the process of merger of Asseco Business Solutions S.A. and Macrologic S.A.

 

Current Report No. 33/2017 dated 31/08/2017

 

The Management Board of Asseco Business Solutions Spółka Akcyjna, having its registered office in Lublin (“Asseco BS”) informs that on 31 August 2017 it decided to commence preparations to the process of merger of Asseco BS (“the Acquiring Company”) with its subsidiary Macrologic S.A. (“Macrologic” or the “Target Company”), having its registered office in Warsaw at ul. Kłopotowskiego 22, 03-717 Warszawa, KRS no. 0000045462, in which Asseco BS holds directly approx. 91,56% shares in the share capital. Macrologic S.A., as the subsidiary of Asseco BS, holds 159,436 own shares, representing approx. 8.44% of the share capital. In total, Asseco BS together with its subsidiary, Macrologic S.A., holds a total of 1,888,719 shares of the issuer, representing a 100% stake in the share capital of Macrologic S.A.

 

The merger of the Companies shall take place:

  • as provided in Article 492 § 1(1) of the Code of Commercial Companies and Partnerships, i.e. by transferring all assets of Macrologic to Asseco BS (merger by acquisition); as a result of the merger, Macrologic shall be dissolved without liquidation,
  • pursuant to Article 515 § 1 of the Code of Commercial Companies and Partnerships, i.e. without increasing the share capital of the Acquiring Company and without amending the Articles of the Acquiring Company,
  • pursuant to Article 516 § 5 of the Code of Commercial Companies and Partnerships, i.e. without the Management Boards drawing up reports justifying the merger and without submitting the Merger Plan to the review by an expert/auditor,
  • pursuant to approval by the Supervisory Board of Asseco BS of the Management Board’s request for the merger,
  • based on the resolutions of the General Meetings of Asseco BS and Macrologic adopted in accordance with the provisions of the Code of Commercial Companies and Partnerships.

 

The Management Boards of both Companies shall agree on the Merger Plan. The signature of the Merger Plan shall be communicated by Asseco BS in a separate report.

The merger is justified by strategic considerations. The purpose of the merger is to streamline the operation of entities within the Asseco Business Solutions Group as well as taking advantage of the emerging synergies and furthering the development of the Group’s IT competence, specifically in the enterprise sector (ERP). The merger should foster a more effective organization and management while pooling the existing potential of both companies.

 

Legal basis: Pursuant to Article 17(1) of the Market Abuse Regulation (MAR).