The Board of Directors has signed a plan to merge B2Holding ASA with its 100% owned subsidiary Ultimo Netherlands BV in a cross-border upstream merger transaction.
The purpose of the merger is to simplify the corporate structure, reduce the number of cross border transactions and reduce the costs associated with the subsidiary.
The merger implies that Ultimo Netherlands BV will transfer all its assets, rights and obligations, to its parent company. The merger will for accounting and tax purposes be implemented with effect from and including 1 January 2019. The merger plan will be filed with the Norwegian Register of Business Enterprises and the Dutch Trade Register and is governed by the Norwegian Public Limited Liability Companies Act of 13 June 1997 no 45 Chapter VII “Cross-border merger” and Title 7, section 2, 3 and 3A of Book 2 of the Dutch Civil Code.
The merger will be completed free of consideration and there will be no change of the share capital of B2Holding ASA. The rights accorded to the shareholders of B2Holding ASA will not be affected by the merger.
Implementation of the merger is conditional upon fulfillment of legal conditions and the approval of the Annual General Meeting of B2Holding ASA on 24 May 2019. Please see the merger plan attached.
This information is published pursuant to the requirements set out in the Continuing obligations.
Attachments:
Merger plan B2Holding ASA - Ultimo Netherlands BV 21 March 2019
