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31 August 2012
The merger of Netia with its wholly owned subsidiary, operating under the business name CDP Netia Sp. z o.o., formerly known as Crowley Data Poland sp. z o.o. (78/2012)
WARSAW, Poland – August 31, 2012 - Netia SA (“Netia”) (WSE: NET), Poland‘s largest alternative provider of fixed-line telecommunications services, announced today that on August 31, 2012 the Regional Court for the City of Warsaw, XIII Economic Division of the National Court Registry, executed an entry to the register of entrepreneurs referring to the merger of Netia with its wholly owned subsidiary ( the “Merger”), operating under the business name CDP Netia Sp. z o.o., formerly known as Crowley Data Poland sp. z o.o. ( the “Merged Company”). The Merged Company has conducted telecommunications operations and was acquired by Netia in December 2011 (see current report No. 73/2011 dated December 14, 2011).
The Merger has been carried out pursuant to Article 492, §1, subsection 1 of the Commercial Companies Code (“CCC”), in relation to Article 515, §1 of the CCC, through the transfer of the Merged Company’s assets (merger though the acquisition) to Netia, without any increase in Netia‘s share capital, without any share exchanges and without amending Netia‘s Statute.
The Merger of the Merged Company with Netia was executed, in the light of provisions of Article 493, §2 of the CCC, as at August 31, 2012. As of that day, pursuant to provisions of Article 494 of the CCC, Netia entered into all rights and obligations of the Merged Company. The Merger has completed the process of a consolidation of that subsidiary with Netia (see current reports No. 22/2012 dated March 29, 2012, No. 29/2012 dated April 18, 2012, No. 37/2012 dated may 17, 2012, No. 49/2012 dated June 4, 2012).
The Merger will streamline the management of the capital group’s resources, contribute to the reduction of labor and administrative costs and improve the performance of the entire group.
The Merger has been carried out pursuant to Article 492, §1, subsection 1 of the Commercial Companies Code (“CCC”), in relation to Article 515, §1 of the CCC, through the transfer of the Merged Company’s assets (merger though the acquisition) to Netia, without any increase in Netia‘s share capital, without any share exchanges and without amending Netia‘s Statute.
The Merger of the Merged Company with Netia was executed, in the light of provisions of Article 493, §2 of the CCC, as at August 31, 2012. As of that day, pursuant to provisions of Article 494 of the CCC, Netia entered into all rights and obligations of the Merged Company. The Merger has completed the process of a consolidation of that subsidiary with Netia (see current reports No. 22/2012 dated March 29, 2012, No. 29/2012 dated April 18, 2012, No. 37/2012 dated may 17, 2012, No. 49/2012 dated June 4, 2012).
The Merger will streamline the management of the capital group’s resources, contribute to the reduction of labor and administrative costs and improve the performance of the entire group.
Legal basis
§ 20 in connection with § 5 point 1.14 of the Regulation of the Minister of Finance dated 19 February 2009 regarding current and interim reports published by issuers of securities, and on the conditions for considering as equivalent information required by the laws of a non-member state (Journal of Laws of 2009, No. 33, item 259, as amended).