Merger between Netia and its subsidiary Tele2 Polska (14/2009)
WARSAW, Poland – February 27, 2009 - Netia SA (“Netia”) (WSE: NET), Poland‘s largest alternative provider of fixed-line telecommunications services, announced today that on February 27, 2009 the Regional Court for the City of Warsaw, XIII Economic Division of the National Court Registry, executed an entry to the register of entrepreneurs referring to the merger of Netia with its wholly owned subsidiary ( the “Merger”), hitherto operating under the business name Tele2 Polska Sp. z o.o. ( the “Acquired Company”). The Acquired Company has conducted telecommunications operations.
The Merger has been carried out pursuant to Article 492, §1, subsection 1 of the Commercial Companies Code (“CCC”) in relation to Article 515, §1 of the CCC through the transfer of the Acquired Company’s assets (merger though the acquisition) to Netia without any increase in Netia‘s share capital, without any share exchanges and without amending Netia‘s Statute.
The Merger of the Acquired Company with Netia was executed, in the light of provisions of Article 493, §2 of the CCC, as at February 27, 2009. As of that day, pursuant to provisions of Article 494 of the CCC, Netia entered into all rights and obligations of the Acquired Company, which was dissolved. The Merger has completed the process of a formal consolidation of the subsidiary with Netia (see current reports No. 71/2008 dated December 12, 2008, No. 4/2009 dated January 9, 2009, No. 5/2009 dated January 23, 2009 and No. 10/2009 dated February 12, 2009).
Netia estimates that the annual synergies from the integration of both companies will exceed PLN 30 million.