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Die Gesellschaft hat am 22.11.2021 den Entwurf eines Verschmelzungsplans über ihre Verschmelzung mit der Opus Holdco… Hrb24 Nov 2021 German Trade Register Announcements, Germany
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HRB 257706: H.C. Starck Group GmbH,
Unnamed street ??, 80636 München, Germany
. On 22 November 2021, the company submitted draft draft terms of merger concerning its merger with Opus Holdco S.a.r.l. (limited liability company) with its registered office in Luxembourg/Luxembourg / (Registre de Commerce et des Societes number B 204664). The following shall apply to the arrangements for the exercise of the rights of creditors and minority shareholders of the companies involved in the cross-border merger and to the addresses at which complete information on these arrangements may be obtained free of charge: For H.C. Starck Group GmbH established in Munich: Creditors of the H.C. Starck Group GmbH established in Munich (company being acquired) may, after § 122j Abs. 1 UmwG, be entitled to a security in respect of their claims against the H.C. Starck Group GmbH with registered office in Munich if, within a period of two months from the date on which the draft terms of merger or its draft was published pursuant to Paragraph 122 d of the UmwG, they notify their claim in writing to the H.C. Starck Group GmbH with its registered office in Munich in terms of reason and amount and demonstrate that the cross-border merger jeopardises the fulfilment of their claims. Security can be provided, for example, by a guarantee or deposit of money. The right to security does not exist if satisfaction can be demanded. For example, due claims do not require security, as the creditor can enforce his claim by way of action. With regard to the creditors' claim, it is irrelevant whether this claim is based on contract or law. However, only creditors of a so-called mandatory claim can demand security. § 122j UmwG does not cover claims in rem. In that regard, the very subject-matter of the right 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 to money, but ewa may also have a need for security with regard to a claim for damages that may later result from a claim for delivery of goods or other services. Obligations and imperfect Verbindlichkeiten. Es are not covered by § 122j UmwG it is expressly pointed out that the right to security exists only for those claims that arose before or up to 15 days after the announcement of the draft terms of merger or its draft ( § 122j Abs. 2 UmwG). The claim is to be asserted directly against the H.C. Starck Group GmbH with its registered office in Munich under its
Unnamed street ??, 80636 München, Germany
, Germany. For this purpose, a precise description of the claim on which the claim is based is required in such a way that individualization is possible without further investigation. At the aforementioned business address, creditors of the H.C. Starck Group GmbH based in Munich may obtain complete information free of charge on the modalities of exercising their rights. The company being acquired has no minority shareholders, so that information on the exercise of the rights of the minority shareholders is omitted. For Opus Holdco S.a.r.l., with registered office in Luxembourg: Eligible creditors must have a claim against Opus Holdco S.a.r.l., with registered office in Luxembourg, which arose before the date on which the approval decision of the shareholders of Opus Holdco S.a.r.l., based in Luxembourg, is published. Creditors may request the provision of collateral provided that they prove (demontrer, de maniere credible) that the cross-border merger jeopardises the fulfilment of their claims and that a sufficient guarantee has not been provided by the company. The request shall be addressed to the Chairman of the Chamber of the District Court in which Opus Holdco S.ar.l., established in Luxembourg, has its seat in commercial matters in proceedings for interim measures. In the case of Opus Holdco S.a.r.l., established in Luxembourg, the request shall be addressed to the Chairman of the said Chamber of the District Court of Luxembourg. The Chairman may refuse the request of a creditor if he has sufficient collateral or guarantees or if the financial situation of Opus Holdco S.a.. r.l., established in Luxembourg, ensures the satisfaction of the creditor's claims. Opus Holdco S.a.r.l., based in Luxembourg, also has the possibility to satisfy claims of creditors in order to avert the request for security. The request for security must be made within two months of the date on which the approval decision of the shareholders of Opus Holdco S.a.r.l., established in Luxembourg, is made public. Creditors of Opus Holdco Sàrl, with registered office in Luxembourg, may obtain full information free of charge on the modalities of exercising their rights at the following address: 2, avenue Charles de
Unnamed street ??, 1653 Luxembourg, Luxembourg
, Luxembourg. The acquiring company has no minority shareholders, so that information on the exercise of the rights of the minority shareholders is omitted.
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: H.C. Starck Group GmbH, Munich, Germany.
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