Pursuant to the provisions of article 9.2, in relation to articles 5.6 and 7.1.2º, of Royal Decree-Law 5/2023 of 28 June (hereinafter, for the purposes of this document, the aforementioned regulation will be referred to as the “Structural Modifications Law” or the “LME”, for its initials in Spanish), we hereby inform you that the sole administrator of HACIENDASBIO, S.A. (“HaciendasBio” or the “Absorbing Company”) and the administrative body of S.A.T. 9999 HACIENDASBIO (“SAT 9999” or the “Absorbed Company”), on 27 May 2024, have established the common merger project (the “Project”) referring to the merger by absorption by virtue of which SAT 9999 will be integrated into HaciendasBio through the en bloc transfer of SAT 9999’s assets to HaciendasBio, resulting in the extinction without liquidation of SAT 9999 (the “Merger”).
Pursuant to the provisions of article 53 of the LME, insofar as the Absorbing Company directly owns one hundred percent of the Absorbed Company, the proposed Merger will be carried out without the need for the requirements set out in said article and, inter alia, will therefore be approved solely by the general meeting of the Absorbing Company. Said general meeting, which will be of a universal nature, is expected to be held by the end of June 2024.
Furthermore, in accordance with the provisions of article 9 of the LME, insofar as the Merger is expected to be approved by the Absorbing Company at a general meeting held on a universal basis and by unanimous vote of all shareholders with voting rights, it will not be necessary to publish or deposit the Merger’s articles of association with the Absorbing Company, (although they must be included in the public deed formalising the Merger) or to announce the possibility of making observations (by other shareholders and creditors) or the directors’ report addressed to the shareholders, without prejudice to the fact that the rights of employees to be informed (and to make observations) on the Merger, including the directors’ report on the effects it may have on employment, may not be restricted as a result of this fact,
Therefore, in accordance with Article 9.2 of the LME, in conjunction with Articles 5.6, 7.1 and 46.1 LME, the following documentation is hereby made available to the workers:
The Project;
The trustees’ report on the Workers’ Project;
The individual and consolidated annual accounts and management reports for the last three fiscal years (2020, 2021 and 2022) of HaciendasBio, and the individual annual accounts and management reports for the last three fiscal years (2020, 2021 and 2022) of SAT 9999, as well as the corresponding reports of their auditors;
The individual annual accounts and management report of HaciendasBio for the year ending 31 December 2023, including the balance sheet to be taken as a reference for the purposes of the Merger, and the verification report issued by the auditors;
The individual annual accounts and management report of SAT 9999 for the year ending 31 December 2023, including the balance sheet to be taken as a reference for the purposes of the Merger, and the verification report issued by the auditors;
The current bylaws of HaciendasBio, which will not be modified as a result of the Merger and will therefore continue to apply once the Merger is implemented, and the current bylaws of SAT 9999; and
A document with the identity of the administrators of HaciendasBio and SAT 9999 and the date from which they have held their positions.
In particular, it is hereby noted that (a) the documents referred to in sections 1 and 2 above are accessible and downloadable from the website of the Absorbing Company (www.haciendasbio.com) and (b) all the documents referred to in sections 1 to 7 above are available and accessible at the registered office of each Participating Company. We also inform you of your right to receive individually and free of charge, by electronic means, a copy of each of these documents.
Pursuant to Articles 9.2 and 7.1 of the LME, employees are informed of their right to submit comments on the Project no later than five working days prior to the general meeting (scheduled for 28 June 2024 or, in the absence thereof, the following working days).
In addition, as indicated in the Project, which is at your disposal, you are hereby informed that:
The implementation of the Merger has been proposed for the purpose of complying with the actions approved and provided for in the restructuring plan entered into by both companies participating in the Merger as debtors, a number of financial creditors, and the shareholders of the Absorbing Company, in accordance with article 614 et seq. of Royal Legislative Decree 1/2020 of 5 May, approving the revised text of the Insolvency Act, notarised on 20 July 2023 before the Barcelona Notary Public Ramón García-Torrent Carballo, under number 4.233 of his protocol, judicially approved by Order of court number 2 of Badajoz dated 23 October 2023 (the “Restructuring Plan”).
Therefore, the implementation of the Merger is justified by the need to comply with the Restructuring Plan and, in particular, by the need to: (i) carry out all those actions necessary or appropriate to ensure the viability of the companies participating in the Merger in the short and medium term; (ii) ensure the maintenance of the business activity and employment of the companies participating in the Merger; and (iii) rationalise and deleverage the financial structure of the companies participating in the Merger.
The Merger will entail the transfer of all the employees of the Absorbed Company to the Absorbing Company, and this in accordance with the company succession regime regulated in article 44 of the Workers’ Statute. Consequently, the Absorbing Company will be subrogated to the employment and Social Security rights and obligations of the Absorbed Company, as applicable, and will have no impact on the employment conditions of the employees in any of the participating companies.
The employees of the Absorbed Company will continue to provide their services in the Absorbing Company under the same conditions as they have done to date. Consequently, it is not expected that the Merger will entail the adoption of any measures with respect to the employees to be transferred, nor, therefore, that the transaction will have any legal, economic and social implications other than those deriving from the change of employer in the terms set out above.
Copy of the signed communication.
The Project.
The trustees’ report on the Workers’ Project.
Yours sincerely,
Administrative bodies of HaciendasBio, S.A. and SAT 9999 HaciendasBio