European Companies Search Engine

Merger: Landesbank Berlin AG Hrb14 Feb 2014 German Trade Register Announcements, Germany

Text

HRB 99726 B: Landesbank Berlin AG,
Berlin, Alexanderplatz 2, 10178 Berlin
. Notice 10 HGB: The draft merger concerning the cross-border merger has been submitted as a transferring company by the admission of Landesbank Berlin International S.A., a AG (societe anonyme) under Luxembourg law established in Luxembourg. It shall be communicated in accordance with § 122d UmwG: 1. The merger involves: (a) Landesbank Berlin International S.A., a AG (société anonymous) under Luxembourg law, established in Luxembourg, Grand Duchy of Luxembourg. (b) As a acquiring company, the Landesbank Berlin AG, a AG under German law with its registered office in Berlin, Federal Republic of Germany. 2. The companies are registered as follows: (a) Landesbank Berlin International S.A. is registered in the Commercial and Company Register of Luxembourg (Registre de Commerce et des Sociétés Luxembourg) under register number B 15.024. (b) The Landesbank Berlin AG is registered in the Commercial Register of the Charlottenburg District Court under the commercial register number HRB 99726 B. 3. As to the arrangements for the exercise of the rights of creditors of the companies involved in the merger, the following is communicated: (a) The Landesbank Berlin AG rights of creditors derive from Section 122a (2) of § 22 UmwG. According to that agreement, the creditors of the Landesbank Berlin AG participating in the merger shall be required to enter the register of the; The registered office of the Landesbank Berlin AG in accordance with Section 122a (2) of the § 19 Abs. 3 UmwG has been made public, to declare their claim in writing in writing, to provide security, insofar as they cannot demand satisfaction. However, creditors are only entitled to this right if they demonstrate that the merger jeopardises the fulfilment of their claims. The creditors will be informed of this right in the notice of registration of the merger in the commercial register of the Landesbank Berlin AG (Section 122a para. 2 i.V.m. Section 22 para. 1 p. 3 UmwG). Pursuant to Section 122a (2) of the § 22 Abs. 2 UmwG, the right to claim security is not available to creditors who, in the event of insolvency, have a right to preferably satisfaction from a cover mass established in accordance with the statutory provisions for their protection and supervised by the state. The rights of creditors as well as the right to security must be asserted directly against the Landesbank Berlin AG (legal department in the hands of
Mrs Claudia Fritze, Alexanderplatz 2, 10178 Berlin
). For this purpose, a precise description of the underlying claim is required, so that individualization is possible without further investigation. The guarantee must be required no later than six months after the registration of the merger in the commercial register of the acquiring Landesbank Berlin AG. (b) In the case of the transferring company Landesbank Berlin International S.A., the rights of the creditors derive under Art. 268 HGG. Pursuant to Article 268 (1) of the HGG, the creditors of all the companies involved in the merger, i.e. those of the Landesbank Berlin AG and those of Landesbank Berlin lnternational S.A., whose claims were already substantiated before the publication of the document establishing the merger, have the right to, within two months of that publication, before the Chairman of the Chamber of the Chamber of the District Court responsible for Commercial Matters, i.e. Monsieur Ie 1er Vice-Président du Tribunal d'Arrondissement, pris en sa qualité de magistrat présidant la chambre du Tribunal d'Arrondissement de et ' Luxembourg (City), siégeant en matiére commerciale, Bétiment CO, Cité judiciaire, L-2080 Luxembourg, to request the provision of collateral for maturing and ongoing claims in the event that the merger would reduce the collateral of creditors and the company has not provided them with adequate collateral. However, creditors are only entitled to this right if they demonstrate that the merger jeopardises the fulfilment of their claims. 4. As to the arrangements for the exercise of the rights of minority shareholders of the companies participating in the merger, the following is communicated: (a) Landesbank Berlin International S.A. has no external shareholders, since all shares of Landesbank Berlin lnternational S.A. are held Landesbank Berlin AG by the acquiring company. A reference to the modalities of exercising the rights of minority shareholders of Landesbank Berlin lnternational S.A. is therefore omitted. (b) Since the acquiring company holds Landesbank Berlin AG all shares of the transferring company Landesbank Berlin International S.A., a resolution of a merger of the general meeting of the Landesbank Berlin AG in accordance with § 122a Abs. 1 UmwG in accordance with Paragraphs 62 (1) and 2 of the German General Code is only necessary if shareholders of the Landesbank Berlin AG whose shares together reach the twentieth part of the share capital of the Landesbank Berlin AG require the convening of a general meeting in which the approval of the merger is decided upon. The Board of Directors of the Landesbank Berlin AG limits the time limit for the assertion of this request to a period of one month from the publication of the notice in the Federal Gazette pursuant to Section 122a (l UmwG) in accordance with Section 62 (3) of the UmwG. If the annual general meeting of the Landesbank Berlin AG on the cross-border merger of Landesbank Berlin International S.A. to the Landesbank Berlin AG, the shareholders of the Landesbank Berlin AG may make their approval of the merger subject to § 13 UmwG conditional on the express confirmation of the way in which the employees of the acquiring Landesbank Berlin AG are expressly co-determined ( § 122g Abs. 1 UmwG). There are no claims for a cash compensation in accordance with § 122i UmwG, as the acquiring Landesbank Berlin AG is subject to German law. Since Landesbank Berlin AG holds all shares in Landesbank Berlin International S.A., the draft terms of merger do not contain any information on an exchange ratio. 5. Full information on the arrangements for the exercise of the rights of creditors and minority shareholders of the transferring company Landesbank Berlin International S.A. and the acquiring company Landesbank Berlin AG may be obtained free of charge at the following address: Landesbank Berlin AG, legal department for the hands of
Mrs Claudia Fritze, Alexanderplatz 2, 10178 Berlin
.

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: Landesbank Berlin AG, Berlin, Germany.

Creative Commons License The visualizations for "Landesbank Berlin AG - Merger: Landesbank Berlin AG" are provided by North Data and may be reused under the terms of the Creative Commons CC-BY license.