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Merger: PFU Imaging Solutions Europe Ltd Hrb21 Aug 2013 German Trade Register Announcements, Germany (19/08/2013)
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PFU Imaging Solutions GmbH, Ungenannte Str. ??, 80807 München, Germany. On August 12, 2013, the company submitted a draft merger plan for its merger with PFU Imaging Solutions Europe Ltd., based in Hayes, England (Office for Companies for England and Wales, 01578652). As to the modalities of the rights of creditors and minority shareholders, the following is communicated: (a) Since the transferring company is Ltd. PFU Imaging Solutions GmbH a wholly owned subsidiary of the acquiring company PFU Imaging Solutions Europe, there are no minority shareholders in the transfer. There is therefore no reference to the modalities for the exercise of the rights of minority shareholders. (b) The rights of the creditors of the PFU Imaging Solutions GmbH in connection with the merger derive from § 122j UmwG. According to that provision, the creditors of the transferring company must be provided in writing, provided that they cannot demand satisfaction, provided that they report their claim within two months of the date on which the draft terms of merger were made public by the commercial register, in accordance with the amount of the contract, and demonstrate that the merger jeopardises the fulfilment of their claim. To this end, the legal relationship on which the claim is based must be described in such a way that the corresponding claim can be determined. The right to a guarantee shall be available to creditors only in respect of such claims arising before or up to 15 days after the publication of the draft terms of merger or its draft. The debtor of the claim is the PFU Imaging Solutions GmbH. With regard to the claims of creditors, it is irrelevant whether these claims are based on a contractual or legal basis. The content of a claim is only relevant in so far as the claim must constitute an asset. For this reason, the claim to be secured does not necessarily have to be a direct claim for payment. The need for security also exists, for example, in the case of a claim for the supply of physical goods or for the provision of services with regard to the claim for damages that may arise from this claim in the future. The rights of creditors and the right to security must be asserted directly against the PFU Imaging Solutions GmbH at the following address: PFU Imaging Solutions GmbH, Ungenannte Str. ??, 80807 München, Germany, Germany.c) Under the law of England and Wales pursuant to the provision (Regulation) 11 (2) of the Companies (Cross-Border Mergers) Regulations 2007, As amended by The Companies (Cross-Border Mergers) (Amendment) Regulations 2008 ("UK Regulations"), any creditor or group of creditors of PFU Imaging Solutions Europe Ltd. may request the convening of a creditors' meeting (meeting of creditors) with the aim of obtaining a declaration of approval in accordance with Regulation 14 (consent of creditors) UK Regulations to the Supreme Court of England and Wales (High Court in England and Wales). If the Supreme Court of England and Wales convenes such a creditors' meeting, the merger plan will require the approval of 75% of creditors. The voting rights of each creditor are determined by the pro rata value of its claim in relation to the total liabilities of the company. Liabilities are only taken into account to the extent that the respective creditors vote in the creditors' meeting themselves or through a representative. Full information on the arrangements for exercising the rights of creditors and minority shareholders of the companies involved in the cross-border merger can be obtained free of charge from PFU Imaging Solutions GmbH, Ungenannte Str. ??, 80807 München, Germany, Germany and PFU Imaging Solutions Europe Ltd., Hayes Park Central, Hayes End Road, Hayes, Middlesex UB4 8FE, England.
This filing was translated from German to English. The filing refers to a past date, and does not necessarily reflect the current state. The current state is available on the following page: PFU Imaging Solutions GmbH, Munich, Germany.
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