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NFON AG: Forthcoming merger of botario GmbH with NFON AG pursuant to Section 62(4) sentence 4, Section 62(3) sentence 2 of the German Transformation Act (UmwG)
NFON AG: Forthcoming merger of botario GmbH with NFON AG pursuant to Section 62(4) sentence 4, Section 62(3) sentence 2 of the German Transformation Act
About this update from Nfon Ag
[{"type":"text","content":"\n\n\nEQS-News: NFON AG\n\n\n / Key word(s): Miscellaneous\n\n\n\n\n\nNFON AG: Forthcoming merger of botario GmbH with NFON AG pursuant to Section 62(4) sentence 4, Section 62(3) sentence 2 of the German Transformation Act (UmwG) \n\n\n\n\n\n\n29.05.2026 / 16:05 CET/CEST\n\n\n\nThe issuer is solely responsible for the content of this announcement.Corporate announcement \nof \nNFON AG \nregarding the forthcoming merger of botario GmbH with NFON AG \npursuant to Section 62(4) sentence 4, Section 62(3) sentence 2 of the German Transformation Act (UmwG) \ndated 29 May 2026 \nNFON AG intends to acquire, by way of merger by absorption, all assets of botario GmbH, its wholly owned subsidiary with registered office in Bremen, as a whole without liquidation, pursuant to Section 2 no. 1, Sections 60 et seq., and Section 68(1) sentence 1 no. 1 in conjunction with Sections 46 et seq. UmwG. \nSince NFON AG, as the acquiring company, holds all shares in the share capital of botario GmbH, neither a resolution of the general meeting of NFON AG approving the merger agreement pursuant to Section 62(1) UmwG nor, pursuant to Section 62(4) UmwG, a shareholders’ meeting of botario GmbH approving the merger agreement is required. \nFor the same reason, a merger report, a merger audit, and a merger audit report are not required pursuant to Section 8(3) no. 1(a) in conjunction with Section 9(2) and Section 12(3) UmwG. \nHowever, shareholders of NFON AG whose shares together amount to one twentieth of NFON AG’s share capital may request that a general meeting be convened to resolve on approval of the intended merger (Section 62(2) sentence 1, Section 62(3) sentence 3 UmwG). Such a request for convening must be submitted in writing to NFON AG (the Management Board) within one month from the date of publication of this notice. The articles of association of NFON AG do not contain any deviating provisions. \nFrom 29 May 2026 for a period of one month, the draft merger agreement as well as the annual financial statements and management reports for the last three financial years of NFON AG will be available on the company’s webs...