Campodarsego (Padova), 25 October 2019 – The Merger Project by incorporation of Carraro Germania Srl into Carraro SpA, approved by the Directors of the aforesaid companies was filed today with the Companies' Register of Padova.
As the merger by incorporation concerns a company wholly controlled by Carraro SpA, pursuant to Article 2505 of the Italian Civil Code, the merger will take place in a simplified form and, in particular, without the exchange of shares, without an increase of the capital stock of the merging company and without any changes to the articles of association of Carraro SpA.
Documentation relative to the merger (comprising the Merger Project, the Interim Financial Report of Carraro SpA at 30 June 2019 and the Financial position statement of Carraro Germania Srl at 30 June 2019) is available to the public at the Company's headquarters, on the Company website (www.carraro.com/it/investor-relations) and on the authorised Emarket Storage system (www.emarketstorage.com). The financial statements of the last three financial years are also available at the registered office of the companies taking part in the merger.
Pursuant to Article 2505, paragraph 1 of the Italian Civil Code, it is not necessary to produce the reports of the administrative boards of companies participating in the merger provided for in Article 2501-quinquies of the Italian Civil Code, nor is the obligation to get a report from experts, as indicated in Article 2501-sexies of the Italian Civil Code, on the suitability of the exchange of shares, applicable.
Merger decisions will be adopted for Carraro SpA by the Board of Directors, as provided for in Article 27 of the articles of association, save for the possibility for shareholders representing at least 5% of the share capital to request (pursuant to Article 2505, paragraph 3 of the Civil Code), within 8 days from the filing of the Merger Project with the relevant Companies' Register, the decision to be adopted by the shareholders' meeting, and for the company being incorporated, the decision will be taken by the Shareholders’ meeting.
In accordance with law, the merger will be materially effective , from the last registration of the merger deed with the Companies' Register or from a different subsequent date that will be indicated in the merger deed.