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The register court is aware of the draft draft terms of merger concerning the planned cross-border merger of infiniDent… Hrb13 Mar 2019 German Trade Register Announcement, Germany



HRB 89317: infiniDent Services GmbH, Ungenannte Str. ??, 64295 Darmstadt, Germany. The Register Court has submitted to the Registry Court a draft merger plan for the planned cross-border merger of the infiniDent Services GmbH, based in Darmstadt (GmbH, registered with the District Court of Darmstadt under HRB 89317) as the acquiring entity with the cleverdent Ltd. established in Weybridge, England, United Kingdom (Private Company Ltd. by shares, registered with the companies house of England and Wales under number 05279752) as a transferring entity. Under united-party law, the transfer of all assets, liabilities and legal relationships of the transferring company Ltd. to the infiniDent Services GmbH the infiniDent Services GmbH as a acquiring company by law, the creditors of the Ltd., provided that such legal relationships exist. Individual consent of creditors to the transfer of their contractual relationships is not required. Furthermore, UK law does not provide for any further rules. As the acquiring company, the infiniDent Services GmbH remains a contractual partner of its creditors even after the merger takes effect. The creditors of the infiniDent Services GmbH participating in the merger shall be required to provide security within six months of the date on which the entry of the merger in the commercial register of infinityDent GmbH has been made known to the Darmstadt District Court, pursuant to Section 122a (2), 19 (3) of the UmwG, in writing, provided that they cannot claim satisfaction. However, this right is only available to creditors if they demonstrate that the merger jeopardises the fulfilment of their claim, but in the case of claims in rem, a risk cannot occur on a regular basis if the subject-matter of the law in rem is the security. In practice, therefore, § 22 UmwG primarily covers claims under the law. Both the infiniDent Services GmbH and the cleverLtd. have no minority shareholders. References to the modalities for the exercise of the rights of minority shareholders are therefore omitted. Free information can be obtained from: infinityDent Services GmbH, Ungenannte Str. ??, 64295 Darmstadt, Germany

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: infiniDent Services GmbH, Bensheim, Germany.

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