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Merger: flatex Finanz GmbH Hrb16 Mar 2021 German Trade Register Announcements, Germany
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HRB 105687: flatex Bank AG, Frankfurt am Ungenannte Str. ??, 60327 Frankfurt a. Main, Germany. A draft plan for the planned cross-border merger of this company with DeGiro B.V. has been submitted to the Register Court. In accordance with § 122d Satz 3 UmwG, we shall inform the following information as follows: It is noted that the draft merger plan has been submitted to the Commercial Register. DeGiro B.V., a limited liability company under Dutch law (Besloten Vennootschap met beperkte aansprakelijkheid), established in Amsterdam, the Netherlands, is involved in the merger and the flatex Bank AG, a public limited company under German law with its registered office in Frankfurt am Main as the acquiring company. The register information of the companies involved in the merger is as follows: The transferring company is registered in the commercial register of the Dutch Chamber of Commerce (Kamer van Koophandel) under the number 34342820. The acquiring company is registered. in the Commercial Register of the District Court of Frankfurt am Main under HRB 105687. The following indications are given on the modalities for the exercise of the rights of creditors and minority shareholders of the companies involved in the merger: The rights of the creditors of the acquiring company derive from § 122a Abs. 2 UmwG in the .m. § 22 UmwG. According to that agreement, the creditors of the flatex Bank AG involved in the merger must be provided security if, within six months of the date on which the entry of the merger in the commercial register of the flatex Bank AG is deemed to have been made known in writing in accordance with Paragraph 122a (2) of the § 19 Abs. 3 UmwG.m, they declare their claim on grounds and amount in writing. This right is only available to creditors if they demonstrate that the merger jeopardises the fulfilment of their claims. The creditors must be made public in the notice of registration of the merger with the company in accordance with Section 122a (2.m) of the § 22 Abs. 1 Satz 3 UmwG. The right to claim security is not available to creditors who, in the event of insolvency, have the right to preferably satisfaction from a cover mass established in accordance with the law for their protection and supervised by the state. As far as creditors' claims are concerned, it is irrelevant whether that claim is based on contract or law. However, only creditors of a so-called compulsory claim can claim guarantees. Section 122a (2) in the .m. § 22 UmwG does not cover claims in rem, since in this respect the subject-matter of the law in rem constitutes security. The content of the claim is relevant only to the extent that it must constitute an asset. The claim to be secured therefore does not necessarily have to be directed directly at money, but also in the case of a claim to delivery of goods or other services, there is a need for security with regard to a subsequent claim for damages that may result from it. The claim must be asserted directly against the company under its Ungenannte Str. ??, 60327 Frankfurt a. Main, Germany. For this purpose, a precise description of the claim underlying the claim is required, so that individualization is possible without further investigation. It should be noted that the guarantee must be required no later than six months after the registration of the merger in the commercial register of the company. Pursuant to Article 2:316 of the DCC, either the transferring company or the acquiring company has to provide security for de-Giro B.V. creditors who so require or to guarantee their satisfaction in any other way. This does not apply if the creditor's claim is already sufficiently secured or if the financial circumstances of the acquiring company after the cross-border merger do not provide less security for the satisfaction of the claim than before. In principle, any creditor of the transferring company seeking security may object to the cross-border merger by filing it with the competent court, the District Court (Rechtbank) Amsterdam, the Netherlands. The submission must be made in writing. The creditor's submission shall indicate for which claims he claims security and what type of guarantee he is required to provide. The submission contrary to the cross-border merger must be made within one month of the date on which the transferring company made known the draft merger plan to the commercial register of the Dutch Chamber of Commerce (Kamer von Koophandel). The submission by which the creditor of DeGiro B.V. objects to the cross-border merger is justified if no security is provided to the creditor and the satisfaction of his claim is not guaranteed in any other way, even though he has a claim for this in accordance with the above. Before deciding on the entry of a creditor contrary to the cross-border merger, the court may grant the transferring company and the acquiring company the possibility of providing security to the creditor within a period to be determined by the court in a manner to be determined by the court. If the opposition has been filed in due time, the cross-border merger may only take place after withdrawal of the opposition or after the opposition has been enforced. If the cross-border merger is carried out in breach of this, the court may, at the request of the creditor, order DeGiro B.V. to provide the security by the acquiring company and to impose a penalty for the infringement. A reference to the modalities for the exercise of the rights of minority companies is not to be made public, since the companies involved in the merger are each wholly-owned subsidiaries of the flatex Finanz GmbH, which is based in Frankfurt am Main, registered in the Commercial Register of the Frankfurt am Main District Court under HRB 109785. There are no minority outsiders. The business address flatex Bank AG, Ungenannte Str. ??, 60327 Frankfurt a. Main, Germany, full information may also be obtained on the arrangements for exercising the rights of creditors.
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: flatexDEGIRO Bank AG, Frankfurt a. Main, Germany.
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