Warsaw, January 8, 2020
INFORMATION ON THE MERGER INFRADATAPOLSKA SP. Z O.O. WITH DIM SYSTEM SP. Z O.O.
INFRADATA POLSKA SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ with its registered office in Warsaw, its office address: Puławska 537 St., 02-884 Warsaw, registered in the register of entrepreneurs of the National Court Register maintained by the District Court for the Capital City of Warsaw, 13th Business Division of the National Court Register under KRS No. 0000406699, having tax identification number (NIP) 107-002-12-26, and statistical number (REGON) 145937645, share capital: 100.100,00 PLN (the “ACQUIRING COMPANY”, „INFRADATA POLSKA SP. Z O.O.”), represented by: Jarosław Mielcarek – President of the Management Board, Dorota Kalińska – Management Board Member, Mateusz Konkol – Management Board Member.
DIM SYSTEM SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ with its registered office in Warsaw, its office address: Puławska 537 St., 02-884 Warsaw, registered in the register of entrepreneurs of the National Court Register maintained by the District Court for the Capital City of Warsaw, 13th Business Division of the National Court Register under KRS No. 0000414673, having tax identification number (NIP) 951-235-38-93, and statistical number (REGON) 146023717, share capital: 186.000,00 PLN (the “CEASING COMPANY”, „DIM SYSTEM SP. Z O.O.”), represented by: Jarosław Mielcarek – President of the Management Board, Dorota Kalińska – Management Board Member, Mateusz Konkol – Management Board Member.
We would like to inform you that on November 28, 2019, the management boards of Infradata Polska Sp. z o.o. and DIM SYSTEM Sp. z o.o. adopted the Merger Plan for both companies.
The merger was made in accordance with Title IV (Mergers, divisions and transformations of companies), Section I (Merger of companies), Chapter I (General Provisions) and Chapter 2 (Mergers of capital companies) (Article 492 et seq., of the Commercial Companies Code of 15 September 2000 (Journals of Law of 2019, item 505) ("CCC") resulting in:
- DIM SYSTEM Sp. z o.o. shall be terminated without liquidation; and
- Infradata Polska Sp. z o.o. shall take over the DIM SYSTEM Sp. z o.o. assets and liabilities, by way of universal succession; and
- Infradata Polska Sp. z o.o. will assume all rights and obligations of DIM SYSTEM Sp. z o.o. and
- the merger of the companies will take place on the date when it is entered in the register competent for the registered office of the Infradata Polska Sp. z o.o. [merger date]; the registration shall have the effect of deletion of the DIM SYSTEM Sp. z o.o. from the Register of Entrepreneurs of the Polish National Court Register (the striking off the register, will be done ex officio).
In addition, we inform you that on December 31, 2019, in accordance with art. 507 § 1 of the CCC, the management boards of the merging companies filed with the registry court (District Court for the Capital City of Warsaw in Warsaw, 13th Business Division of the National Court Register) an application for registration of the merger.
On the day of entering the merger in the register of entrepreneurs [merger day], as a result of the procedure described above, in accordance with art. 494 § 1 of the CCC, Infradata Polska Sp. z o.o. will assume all rights and obligations of DIM SYSTEM Sp. z o.o. which means that all contracts and other obligations concluded by DIM SYSTEM Sp. z o.o. will be implemented by Infradata Polska Sp. z o.o. The existing activities of DIM SYSTEM Sp. z o.o. will be continued as part of Infradata Polska Sp. z o.o. and the company DIM SYSTEM Sp. z o.o. will be removed from the Register of Entrepreneurs of the National Court Register.
This effect will occur by law, without the need to conclude any annexes or additional agreements.
We will keep you updated on any further changes related to the merger process.
The Management Board of DIM SYSTEM Sp. z o.o.
