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F-3
TRIVAGO N.V. filed this Form F-3 on 04/05/2018
Entire Document
 


JOINT CROSS-BORDER
MERGER PLAN
PREAMBLE
1.    Axel Peter Hefer, born on 7 June 1977 in Dortmund, Germany;
2.    Peter Vinnemeier, born on 10 September 1974 in Düsseldorf, Germany ("Mr. Vinnemeier");
3.    Andrej Gregor Lehnert, born on 28 February 1969 in Neustadt/Aisch, Germany;
4.    Malte Siewert, born on 8 December 1974 in Hamburg, Germany ("Mr. Siewert");
5.    Tobias Johannes Thomas, born on 10 June 1987 in Vechta, Germany; and
6.    Rolf Theo Johannes Schrömgens, born on 2 June 1976 in Mönchengladbach, Germany ("Mr. Schrömgens" and, together with Mr. Vinnemeier and Mr. Siewert, the "Founders"),
acting as the managing directors of:
a)    trivago N.V., a public limited liability company (naamloze vennootschap) under Dutch law, having its statutory seat (Satzungssitz) in Amsterdam, the Netherlands (registered address: Bennigsen-Platz 1, 40474 Düsseldorf, Germany, registered with the commercial register of the Dutch Chamber of Commerce (Kamer van Koophandel) under number 67222927) (the "Surviving Company"); and
b)    trivago GmbH, a private company with limited liability (Gesellschaft mit beschränkter Haftung) under German law, having its statutory seat (Satzungssitz) in Düsseldorf, Germany (registered address: Bennigsen-Platz 1, 40474 Düsseldorf, Germany, registered with the commercial register of the lower court (Amtsgericht) of Düsseldorf under number HRB 51842) (the "Disappearing Company" and, together with the Surviving Company, the "Merging Companies"),
hereby establish the joint cross-border merger plan set out below (the "Merger Plan") and propose to enter into the Merger (as defined below).
RECITALS
A.    The Merging Companies wish to enter into and effect a cross-border merger within the meaning of (i) Sections 2:309 and 2:333b of the Dutch Civil Code ("DCC"), (ii) §§ 122a et seqq. of the German Transformation Act ("UmwG") and (iii) the Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies (the "Merger"), pursuant to which, inter alia:
a)    the Disappearing Company, as transferring and disappearing company, will merge with and into the Surviving Company, as absorbing and surviving company;
b)    subject to applicable laws, all assets and liabilities of the Disappearing Company shall transfer to the Surviving Company by operation of law;
c)    the Surviving Company shall allot class B shares in its capital, having a nominal value of EUR 0.60 each (the "Class B Shares"), to the shareholders of the Disappearing Company as Merger compensation in accordance with the terms stipulated by this Merger Plan; and
d)    the Disappearing Company will be dissolved without the requirement of a liquidation.