In light of the recent Siemens acquisition of the UltraSoC companies, UltraSoC Poland sp. z o.o. and Mentor Graphics Polska Sp. z o.o. plan to merge this spring of 2021. Therefore, the companies have jointly agreed on a Plan of Merger of Companies. The agreed Plan of Merger, after its publication, will be submitted to the competent register court of each respective company.
Having regards to the fact that the Acquiring Company is the sole shareholder of the Acquired Company, and holds 100% of the shares in the share capital of the Acquired Company, the merger will be executed in accordance with the provisions of law regulating the so-called simplified companies’ merger procedure, i.e. in accordance with Article 516 (6) and in connection with Article 516 (5) CCC.
The merger will be executed by way of merger by acquisition, according to Article 492 (1) point 1 CCC i.e. the transfer of all assets of the Acquired Company by way of universal succession, to the Acquiring Company.
As a result of the simplified merger procedure arising of the Article 516 (6) CCC and due to the fact that Mentor Graphics holds all the shares in UltraSoC Poland and is unable to grant its own shares to the Acquiring Company in accordance with the Article 514 (1) CCC, the merger will be executed without the increase of the share capital of the Acquiring Company.
The Board of Mentor Graphics according to Article 500 (21) and Article 505 (1) and (31) CCC is publishing on their website below listed documents:
- Plan of merger;
- The draft resolution of the Extraordinary Shareholders’ Meeting of the Acquiring Company (Mentor Graphics Polska sp. z o.o.) on the merger of the Companies;
- The draft resolution of the Extraordinary Shareholders’ Meeting of the Acquired Company (UltraSoC Poland sp. z o.o.) on the merger of the Companies;
- The valuation of the assets of the Acquired Company (UltraSoC Poland sp. z o.o.) as of 31st December 2020;
- The accounting statement of the Acquired Company (UltraSoC Poland sp. z o.o.) as of 31st December 2020.