M&A Activity • Oct 30, 2018
M&A Activity
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First notice ofthe intention to merge Benefit Systems S.A. with Fit Invest Sp. z o.o.,addressed to the shareholdersActingon the basis of Article 504 § 1 of the Code of Commercial Companies(hereinafter, the "CCC") in conjunction with Article 402 §2 of the CCC and Article 4021of the CCC, further toinformation contained in current report No. 81/2018, of 18 October, 2018,the Management Board of Benefit Systems S.A.with its registered seat in Warsaw (hereinafter, the "Issuer"or the "Company"), hereby provides the first notice of theintention to merge the Issuer (as the acquiring company) with Fit Investsp. z o.o. with its registered seat in Warsaw (hereinafter, the "AcquiredCompany").
The merger plan,as agreed by the merging companies on 18 October 2018, was publiclyposted at the Company's website:www.benefitsystems.pl,and attached as an appendix to current report No. 81/2018 of 18 October,2018. Additionally, the merger plan was published in Monitor Sądowy iGospodarczy, issue No. 209/2018 (5597) Item 46962.
Starting from 30October, 2018, the documents concerning merger of the Issuer with theAcquired Company that are specified in Article 505 § 1 of the CCC, wereplaced at the Company's website (section:https://www.benefitsystems.pl/o-nas/reorganizacja/).Until the date of the Extraordinary General Meeting, the agenda of whichincludes adoption of resolution concerning the merger of the Issuer withthe Acquired Company, the Company's shareholders will be provided withcontinuous access to the documents in an electronic version and anopportunity to print them or have them printed. Concurrnetly, theManagement Board of the Company hereby states that given provisions ofArticle 516, §§ 5 and 6, of the CCC in conjunction with Article 516 § 1of the CCC:
(i)theManagement Boardsof the merging companies will not prepare thewritten report to justify the merger, its legal basis or the economicgrounds;
(ii)themerger plan will not be examined by auditor, and consequently, noauditor's opinion will be prepared regarding the correctness, accuracyand fairness of the merger plan;
and, therefore, nosuch documents will be made available to the Issuer's shareholders.Theresolution concerning merger of the Issuer with the Acquired Company isplanned to be adopted by the Extraordinary General Meeting of theCompany on 30 November, 2018.
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