M&A Activity • Aug 30, 2022
M&A Activity
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Current report 13/2022Orange Polska S.A. - Warsaw, Poland30August 2022
(translation of Polish version)title:Notification by the Management Board of ORANGE POLSKA S.A. of theintended merger with TP TELTECH Sp. z o.o.
NOTIFICATION BY THE MANAGEMENT BOARD OF ORANGE POLSKA S.A. OF THEINTENDED MERGER WITH TP TELTECH SP. Z O.O.
Pursuant to Article 504 in conjunction with Article 402(1) of theCommercial Companies Code of 15 September 2000, the Management Board ofOrange Polska S.A. ("Orange Polska") hereby informs that Orange Polska,as the acquiring company, intends to merge with TP Teltech sp. z o.o.("TP Teltech") with its registered office at Al. Tadeusza Kościuszki5/7, 90-418 Łódź (Poland), REGON (Statistical Identification Number):472919476, NIP (Taxpayer Identification Number): 7251820520, with ashare capital of PLN 49,005,000.00, entered into the Register ofEntrepreneurs kept as part of the National Court Register by theDistrict Court for the Łódź Śródmieście District in Łódź, 20thCommercial Division of the National Court Register, under the number KRS0000056853, as the company being acquired, by transferring all assets ofTP Teltech to Orange Polska (merger by acquisition).
On 30 August 2022, Orange Polska and TP Teltech agreed in writing on theterms of merger of the companies ("the merger plan"), which togetherwith the relevant documents specified in Article 499(2) of theCommercial Companies Code are attached to this current report. On thesame day, the merger plan was also announced on the website of OrangePolska (www.orange-ir.pl/news/).
The purpose of the merger is to increase the operational efficiency ofthe Orange Polska Group through the simplification of the management andbusiness processes as well as the integration of the merging companies.
TP Teltech specialises in the maintenance of telecommunication networks,design and development of telecommunication infrastructure as well asprovision of burglary and fire monitoring services to both Orange Polskaand external customers.
The shareholders may review the documents specified in Article 505(1) ofthe Commercial Companies Code in the manner set forth therein in theLegal Office within the Orange Polska office building at AlejeJerozolimskie 160, Warsaw, on weekdays, between 9 am and 4 pm, until theday of adoption of the merger resolution inclusively.
This notification is the first notification of the intended merger.
The merger plan is presented in the attachment to this current report.
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