In compliance with the provisions set forth in Spanish Law 3/2009 of 3rd of April, on the Structural Modifications of Commercial Companies (“LME”), we hereby announce the intention of the companies ALEATICA C. EMISIONES, S.A.U., PARTICIPES EN METRO LIGERO OESTE, S.L.U. and VINCIDA GRUPO DE INVERSIONES 2006, S.L.U. (“Acquired Companies”) to merge with the company ALEATICA S.A.U., (“Acquiring Company”), through the block transfer of all the assets of the Acquired Companies to the Acquiring Company, following the dissolution of the Acquired Companies without settlement.
Therefore, pursuant to the LME, the Administrators of each of the foregoing companies have signed a common merger project (hereinafter, the “Merger Project”). The merger shall be carried out through the acquisition by ALEATICA, as Acquiring Company, of the companies ALEATICA C. EMISIONES, PARTICIPES EN METRO LIGERO OESTE and VINCIDA GRUPO DE INVERSIONES 2006, as Acquired Companies.
ALEATICA is the shareholder/sole partner of ALEATICA C. EMISIONES, PARTICIPES EN METRO LIGERO OESTE and VINCIDA GRUPO DE INVERSIONES 2006, therefore the Acquired Companies belong to the same group (“Grupo ALEATICA”).
In accordance with article 39 of the LME, prior to the announcement and holding of the General Shareholders’ Meetings convened to decide on the merger, the following documents relating to the same are made available to the participants:
- Common Merger Project.
- Annual Accounts and Management Reports of the three last financial periods, as well as the reports by the Statutory Auditors of ALEATICA. Include the spin-off balance sheet of each company.
- Articles of Association of each company.
- The identity of the Administrators of the companies participating in the merger and the date on which they took office of their duties.
Pursuant to article 39.2 of the LME, the representatives of the employees that so wish have the right to examine at the Registered Office by any means offered by the Law a full copy of the documents detailed in the previous section, as well as the free delivery or sending of a copy of each of them, if requested.