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



Exhibit 2.3
DEED OF CROSS-BORDER MERGER

On this day, the sixth day of September two thousand and seventeen, appeared before me, Wijnand Hendrik Bossenbroek, civil law notary at Amsterdam:
Jules Jacob van de Winckel, employed at the offices of me, civil law notary, located at 1082 PR Amsterdam, Beethovenstraat 400, born in Breda on the eleventh day of February nineteen hundred and eighty-three, acting for the purposes of this Deed as the holder of written powers of attorney from:
1.
trivago N.V., a public limited liability company (naamloze vennootschap) under Dutch law, having its statutory seat (statutaire zetel) 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
2.
trivago GmbH, a private company with limited liability (Gesellschaft mit beschränkter Haftung) under German law, having its statutory seat (Satzungssitz) in Düsseldorf, Ger-many (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").
The Surviving Company and the Disappearing Company are hereinafter collectively referred to as the "Merging Companies".
The person appearing, acting in the above capacities, declared the following:
RECITALS
A.
The Merging Companies wish to enter into 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 Eu-ropean Parliament and of the Council of 26 October 2005 on cross-border mergers of lim-ited liability companies (the "Directive"), pursuant to which the Disappearing Company, as disappearing company, will merge with and into the Surviving Company, as surviving company (the "Merger").
B.
Neither of the Merging Companies has been dissolved, has been declared bankrupt or has been granted a suspension of payments.
C.
No shares in the Disappearing Company's capital have been encumbered with a right of pledge or a right of usufruct or any similar encumbrance under German law.
D.
The Merger is intended to be treated for German corporate income tax and trade tax pur-poses as a tax neutral transaction in accordance with § 11 para. 2 German Reorganization Tax Act (Umwandlungssteuergesetz) to the maximum extent legally possible.
E.
No works council has been established or is in the process of being established which would be entitled to render advice in respect of the Merger.
F.
The Merging Companies' general meetings have decided not to open negotiations on the establishment of rules concerning employee participation as referred to in Section 2:333k(12) DCC, as evidenced by (i) a written resolution of the Surviving Company's general meeting dated the sixteenth day of December two thousand and sixteen and (ii) an oral resolution of the Disappearing Company's general meeting dated the sixteenth day of December two thousand and sixteen laid down in minutes, copies of which shall be at-tached to this Deed.
G.
The Merging Companies' management boards and the Surviving Company's supervisory board have drawn up a joint cross-border merger plan relating to the Merger (the "Merger Plan"). The managing directors of the Merging Companies and the supervisory directors of the Surviving Company have signed the Merger Plan.