Current Report No.: 37/2022
The Management Board of Boryszew S.A. with registered office in Warsaw (“Issuer”, “Company”, “Acquiring Company”), with reference to current report No. 36/2022 of 11 July 2022, advises that on 27 July 2022 the Issuer and Hutmen Sp. z o.o. with registered office in Wroclaw (Acquired Company) agreed on and signed the Merger Plan.
Entities to be merged:
Acquiring company:
Boryszew S.A. with registered office in Warsaw, 00-807 Warsaw, Jerozolimskie av. No. 92, entered into the National Court Register – Register of Entrepreneurs, of the District Court for the Capital City of Warsaw, 12th Department of the National Court Register under KRS number 00000063824, Tax Identification Number (NIP) 837-000-06-34, REGON 750010992, share capital of PLN 240 000 000.00, fully paid-up.
Acquired Company:
Hutmen Spółka z o.o., with registered office in Wrocław, 53-241 Wrocław, Grabiszyńska street No. 241, entered in the National Court Register – Register of Entrepreneurs, of the District Court for Wroclaw – Fabryczna, 6th Commercial Department of the National Court Register under KRS number 0000886307, NIP 8960000196, REGON 931023629, share capital of PLN 255 962 700.00.
The merger of the Issuer with the Acquired Company will take place based on the following rules:
- Merger under the procedure of art. 492 § 1 item 1 of the Commercial Companies Code (hereinafter CCC) – transfer of all assets of the Acquired Company to the Issuer, by universal succession.
- Merger without increasing the share capital of the Issuer or amending the Articles of Association of the Acquired Company.
- No special benefits are expected as the result of the merger for the members of the governing bodies of the merging Companies or other persons participating in the merger, referred to in CCC Article 499 § 1 item 6.
- No special rights referred to in CCC Article 499 § 1 item 5 as the result of the merger.
- Under CCC Article 516 § 6 in conj. with CCC Article 516 § 5, the Merger Plan needs not be examined by an auditor for its correctness and reliability and neither an opinion needs be prepared by an auditor, also the Management Boards of the merging Companies needs not prepare a written report justifying the merger, its legal basis and business justification as well as the share exchange ratio referred to in CCC Article 499 § 1.2.
- As the Issuer is a public company, then according to CCC Article 516 § 1, the merger will require resolutions on the merger to be adopted by the General Assembly of the Acquiring Company and the General Assembly of Shareholders of the Acquired Company, referred to in CCC Article 506 CCC, approving the merger and the Merger Plan.
Explanation and purpose of taking of the decision on the intention to merge:
The purpose of the merger of Boryszew S.A., based in Warsaw, and Hutmen Spółka z o.o. is a more effective use of the potential of the merged companies and to achieve economic and financial effects of direct and indirect synergies, including:
- more efficient use of assets of the merged companies,
- better allocation of cash resources,
- more rational cash flows – the use of economies of scale as regards external financing,
- reduction of operating costs,
The Acquired Company terminated its operations at the end of 2021, and thus, in the Issuer’s opinion, the merger process in the aforementioned manner will be, from a cost and organisational point of view, the optimum solution to formally terminate the operation of the Acquired Company and put its assets in order.
Given the above, the Management Board of the Company, acting under Article 504 § 1 and § 2 of the Commercial Companies Code, submits the first notification to the Company’s Shareholders about the planned merger with Hutmen Spółka z o.o. with registered office in Wrocław.
The merger will be carried out under the provisions of Art. 492 § 1 item 1) of the Commercial Companies Code – transfer of all the assets of the Acquired Company to the Acquiring Company by universal succession (merger by acquisition). As a result of the merger, the Acquiring Company – as per the provisions of CCC Article 494 § 1 – will enter into all rights and obligations of the Acquired Company as of the merger date. Given that all shares in the share capital of the Acquired Company are held by the Acquiring Company, the merger will be carried out without increasing the share capital of the Acquiring Company.
The Management Board of the Company announces, acting under CCC Article 500 § 21, that the merger plan will be available to the public on the website of the Acquiring Company: www.boryszew.com as well as on the website of the Acquired Company: www.hutmen.pl as of 27 July 2022 until the end of the General Meeting of the Company on which resolution on the merger will be adopted, and is also published in the ESPI System as a schedule to this current report.
Shareholders of Company may, as of 27 July 2022 until the date of adopting a resolution on the merger by the General Meeting of the Company, review the documents referred to in CCC Article 505 § 1, on business days between 9:00 a.m. and 4:00 p.m., at the Management Board Office of the Company at Jerozolimskie av. No. 92 in Warsaw (00-807).
The date of the Extraordinary General Meeting, the agenda of which will provide for the adoption of a resolution on the merger of the Issuer with the Acquired Company, will be announced by the Issuer in a separate current report in accordance with the applicable law binding the Issuer.
Signatures:
Wojciech Kowalczyk – President of the Management Board
Translation from the original Polish version.
In the event of differences resulting from the translation, reference should be made to the official Polish version.