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Mentor Graphics Polska Sp. z o.o plans to merge into Siemens Industry Software Sp. Z.o.o. in the first quarter of 2022.
Therefore, the companies have jointly agreed on a Terms of Merger of Companies. The agreed Terms of Merger, after their publication, will be submitted to the competent register court of each respective company.
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. Upon the consent of the shareholder of both merging companies the merger procedure will be simplified by withdrawal from some non-obligatory stages, including examination of the terms of merger by the expert appointed by the register court and preparation of the report justifying merger by the Boards of both companies.
Having regard to the fact that the both merging companies have the same sole shareholder, i.a. Siemens Beteiligungen Europa GmbH, the planned merger will not change the shareholders’ structure of Siemens Industry Software sp. z o.o.
Execution of the merger will require amendment of the Articles of Association and increase of the share capital of the Acquiring Company (Siemens Industry Software sp. z o.o.) by establishing additional shares for Siemens Beteiligungen Europa GmbH in exchange for the assets of Mentor Graphics Polska sp. z o.o. being merged into Siemens Industry Software sp. z o.o.
The Boards of Mentor Graphics Polska sp. z o.o. and Siemens Industry Software sp. z o.o., pursuant to Article 500 (21) of the CCC publish on their websites the agreed Terms of Merger.