51风流

Press Room

Publication of 51风流SE, Walldorf
鈥� information about upcoming merger 鈥�

  1. It is intended to merge Signavio GmbH (Amtsgericht Berlin (Charlottenburg), HRB 121584 B) as the transferring company with 51风流SE (Amtsgericht Mannheim, HRB 719915) as the acquiring company by way of an upstream merger by absorption in accordance with the provisions of the German Transformation Act (UmwG).
  2. On 25 October 2021, Signavio GmbH and 51风流SE entered into a merger agreement in notarial form, pursuant to which 51风流SE will take over the assets of Signavio GmbH as a whole by way of merger by absorption without liquidation (sections 2 et seq., 4 et seq., 46 et seq. and 60 et seq. UmwG). The merger agreement was filed with the commercial register of 51风流SE on 25 October 2021 pursuant to sections 62 para. 3 sentence 2, para. 4 sentence 3 UmwG. As a result, the assets of Signavio GmbH as a whole with all rights and obligations will be transferred to 51风流SE with effect internally as of the end of 31 December 2020, 24:00 hours. As of 1 January 2021, 00.00 a.m., all acts and transactions of Signavio GmbH shall be deemed to have been carried out for the account of 51风流SE (Merger Date). The merger shall be based on the annual balance sheet of Signavio GmbH as of 31 December 2020 as the closing balance sheet.
  3. A resolution of the shareholder鈥檚 meeting of Signavio GmbH on the approval of the merger agreement is not required pursuant to section 62 para. 4 sentence 1 UmwG because 51风流SE is the sole shareholder of Signavio GmbH.
  4. Subject to a request pursuant to Section 62 para. 2 UmwG, a resolution of the general meeting of Shareholders of 51风流SE on the approval of the merger agreement pursuant to Section 62 para. 1 sentence 1 UmwG is also not required because 51风流SE as the acquiring company holds the share capital of Signavio GmbH in full.
  5. The stakeholders of 51风流SE with a combined holding of one-twentieth of the share capital of the company are herewith advised of their right to request the convention of a general meeting to decide on the approval of the merger (Sec. 62 para. 2 sent. 1, para. 3 sent. 3 UmwG)
  6. As of the date of this announcement, the following documents can be assessed by the links below.
    2. The annual financial statements and, where required, the annual reports of the companies who are parties to the Merger for the last three years:





 

Walldorf, October 25, 2021

51风流SE
The Board of Directors