Based on Articles 517 and 531 of the Companies Act, INSTITUT IGH, d.d. , in the process of merging the company RADELJEVIĆ d.o.o. and IGH CONSULTING doo (hereinafter: the merged companies), to the company INSTITUT IGH, d.d. , (hereinafter: IGH dd or the acquiring company), announces as follows:
IGH dd is the only member of the company RADELJEVIĆ doo and IGH CONSULTING doo, and in this merger procedure the provisions of Article 531 of the Companies Act on mergers in special cases ("simple" merger) are applied.
The managements of IGH dd, RADELJEVIĆ doo and IGH CONSULTING doo concluded a Merger Agreement. In the contract in question, the contracting parties agreed that RADELJEVIĆ doo and IGH CONSULTING doo would join IGH dd as the acquiring company, by transferring all their assets and all their liabilities to the acquiring company, without conducting the liquidation procedure of the merged company.
On the day of entry of the merger in the court register in which the acquiring company is registered, the merged company will cease to exist, the other effects of the merger are defined in the contract. The acquiring company will become the general legal successor of the merged company and will thereby enter into all legal relations of the merged company. Merger transactions are carried out as part of the overall restructuring process of the IGH Institute group.
The merger agreement will enter into force when it is approved by the assembly of the merged company, and since this procedure is about the mentioned "simple" merger, for the validity of the merger agreement it is not necessary to seek the approval of the General Assembly of the acquiring company (IGH dd), unless the shareholders therefore, companies whose shares together reach at least one twentieth of the share capital do not require the General Assembly of IGH dd to be convened to decide on granting approval for the merger. Such a request should reach IGH dd at the address Rakušina 1, Zagreb, within one month .
Documents from Article 517, paragraph 2 of the Companies Act are available for inspection on the IGH dd website ( www.igh.hr ).
Source of information:
INSTITUT IGH, d.d.
10000 Zagreb, Janka Rakuše 1
Tel: +385 01 6125-789
Fax: +385 01 6125 415
e-mail: IR@igh.hr
web: www.igh.hr